BOARD OF SUPERVISORS TRANSPORTATION/LAND USE COMMITTEE INFORMATION ITEM. Dulles Corridor Metrorail Phase 2 Update

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1 BOARD OF SUPERVISORS TRANSPORTATION/LAND USE COMMITTEE INFORMATION ITEM Date of Meeting: March 11, 2016 # 4 SUBJECT: Dulles Corridor Metrorail Phase 2 Update ELECTION DISTRICT: Countywide STAFF CONTACTS: Joseph Kroboth, Transportation & Capital Infrastructure Erin McLellan, Management & Budget Janet Romanchyk, Finance & Procurement John Sandy, Kenny Young, & Charles Yudd, County Administration PURPOSE: The Chair of the Transportation and Land Use Committee (TLUC) has requested staff to provide a general overview and status update on the Metrorail Phase 2 Silver Line project. BACKGROUND: In 2007, the Metropolitan Washington Airports Authority (MWAA), Fairfax County and Loudoun County entered into a Funding Agreement (the Funding Agreement ) (Attachment 1) for the extension of Metrorail to Route 772 (Ashburn Station) in Loudoun County. MWAA is constructing the project in two phases. The first phase to Wiehle Avenue in Reston has been completed and opened for service in July In Phase 2, the service line will be constructed from Wiehle Avenue, through Dulles Airport, to the Ashburn Station in Loudoun County MOA On November 15, 2011 the Board approved entering into a Memorandum of Agreement (MOA) between the United States Department of Transportation, the Commonwealth of Virginia, Loudoun and Fairfax Counties, the MWAA and the Washington Metropolitan Area Transit Authority (WMATA), which describes the terms and conditions agreed to by each of the parties for financing Phase 2 of the Dulles Corridor Metrorail Project. Decision to Opt-In On July 3, 2012 the Board elected to Opt-In to the Dulles Corridor Metrorail project. Cooperative Agreement In anticipation of Phase 2 construction, MWAA requested that Loudoun County enter into a Cooperative Agreement (Attachment 2) addressing matters other than project funding. The subjects covered by the agreement include project coordination, design review, regulatory processes, property acquisition, and insurance. In Phase 1, MWAA and Fairfax County entered into a Cooperative Agreement, and that document provided a template for the agreement between Loudoun and MWAA. This is a routine agreement for a

2 Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 2 joint project of this type that assists in clarifying and assigning appropriate roles amongst the project partners. MWAA is responsible for the day-to-day management of the project and facilitates the participation of Loudoun in project reviews and meetings. Requests for changes to the project from private landowners must come through the County. Additional costs related to such changes, including review costs, must be paid by Loudoun or the private landowner. Throughout the project, MWAA will give notice of its construction activities and will coordinate with Loudoun to minimize the impact of construction noise and to develop traffic management plans. The parties provide each other with updated project schedules on an ongoing basis. For additional information pertaining to the Metrorail project and schedule see Phase 2 service to the Loudoun Gateway and Ashburn Station is expected to begin in Staff is anticipating that the Board will need to make decisions related to the Phase 2 Metrorail Silver Line project. The following information is provided to serve as a foundation for issues coming to the Board this year. FINANCING THE METRORAIL SILVERLINE PROJECT: Loudoun County s funding commitment was established at 4.8 percent of the total project. The original funding plan included pledging the growth in the County s BPOL revenue and local gasoline tax to cover debt service payments for the County s share of the construction costs. Prior to deciding to participate as a Funding Partner, the Board of Supervisors (Board) conducted its due diligence by performing a series of cost-benefit analyses. This due diligence included a series of nine public work sessions dedicated to developing a plan of finance specifically for the Project. The Board retained Robert Charles Lesser & Company to update an April 2011 Market and Fiscal Impact Analysis of Phase 2, which produced conservative growth forecasts through calendar year The Board also relied on the expertise of its financial advisors, Davenport & Company, LLC, to create financing strategies of long-term appropriation-backed debt that would cover the cost of construction of the Project. The conclusion of this analysis was that the combination of local gas tax receipts, special tax district collections, and a very conservative estimate of the impact of station-related development on general real property tax receipts would be sufficient to cover the annual cost of the County s participation in the project (both operating and debt service costs) without impacting the average homeowner tax bill. In keeping with the Board of Supervisor s fiscal policy, the Board reviewed various funding scenarios using a series of guiding concepts/principals including: Maintaining Loudoun s regional competitiveness; Acknowledging that the Project is a public good but with clear beneficiaries; Investigating countywide commercial & industrial tax;

3 Finding similarities to Fairfax and Arlington Counties; Investigating a tax district; and Structuring debt to match up with projected revenues. Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 3 The Board relied on a series of assumptions produced during its course of review of analytical studies and cost estimates provided from organizations such as MWAA and WMATA. These assumptions included: Growth & Revenue Projections; Inflation Rates by the Department of Management and Budget and others; Annual Operating Expenses from WMATA; Annual Capital Expenses from WMATA; Construction Costs from MWAA; Level Debt Service Structure by Davenport & Company Defined Rail Benefit Area by Board of Supervisors; and Gas Tax Revenues and its long range availability With these assumptions, a baseline scenario was created, using gas tax and the net positive fiscal impact of Metro. This scenario demonstrated that for a period of time, prior to 2034, there would be a gap where revenues did not exceed expenditures. The Board sought ways to cover the gap in funding by looking at alternative revenue sources, including a potential Commercial & Industrial Property tax within a two mile radius from each Metrorail Service station. In mid-june, 2012, the Board reviewed a proposal to create a rail district overlaid with two smaller station development districts. In keeping with the guiding principles, the proposed district was drawn in a manner that for the most part excludes existing residential properties near the stations. At the July 3, 2012 Business Meeting, the Board voted to proceed with its funding participation for Phase 2 of the Metrorail Silver Line Extension Project. The November 15, 2011 MOA, referenced Loudoun County s responsibility to fund 4.8 percent of the total cost of construction for the Project as set forth in the Funding Agreement. At that time, MWAA estimated the total cost to construct the Dulles Corridor Metrorail Project to be $5.7 billion. Loudoun s share of 4.8 percent was estimated to be $273.0 million. The County s final funding model included four funding sources to pay for Project construction costs described below. This model will be updated annually based on MWAA s Financial Plan Annual Update due by March 31 each year. The most recent monthly progress report, prepared by MWAA on February 26, 2016 for project costs through January 2016, shows an adjusted cost of $275 million for Loudoun, an increase of $2.0 million over the 2011 estimate.

4 Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 4 SOURCES OF REVENUE: Metrorail Service Tax District and Station Service Tax Districts: Three (3) Special Tax Districts were established by Local Ordinance at the Board s December 5, 2012 Business Meeting for the purpose of providing a means to fund public transportation systems serving the district. The primary purpose of the Metrorail Service Tax District is to pay debt service for the County s Transportation Infrastructure Finance and Innovation Act (TIFIA) loan, other debt issued by the County, and to provide revenue to cash fund a portion of the County s 4.8 percent contribution for the Dulles Corridor Metrorail Project (approximately $18.0 million); and thereby reducing the amount of additional debt issuance. Other purposes identified in the ordinance include: the cost of constructing any related facilities and structures including parking facilities; a rail yard; vehicular and pedestrian access; electrical facilities and equipment; and other supporting equipment and infrastructure. The ordinance allows for an effective tax rate not to exceed $0.20 per $100 of assessed value exclusive of all other applicable taxes. In addition to the Metrorail Service Tax District, two Station Service Districts (Route 606 Airport Station Service District and 772 Station Service District) were created to provide additional real property tax revenue to support transit services and to fund the service to the stations including ongoing operating and capital subsidies to WMATA. Currently, these districts have no levy but could be utilized to assist with future operating and capital costs associated with WMATA, or to further buy down the real property tax rate of the larger Metrorail Service Tax District ($0.20). TIFIA Loan (Attachment 3): TIFIA is a federal loan program through the U.S. Department of Transportation (USDOT). On February 21, 2014, USDOT formally invited Loudoun County, Fairfax County, and the MWAA to apply for TIFIA credit assistance for each entity s individual capital contribution towards the Dulles Corridor Metrorail Project. Loudoun County secured the loan in the amount of $195.0 million at an interest rate of 2.87 percent on December 9, The advantages of a TIFIA loan include deferred interest payments (beginning in FY 2019) and deferred principal payment (beginning in FY 2023). The delayed debt service payment allows for additional time for revenue to be generated in the Metrorail Service District to pay for debt service and other costs. Future Debt Issuance: Additional Lease Revenue bonds are anticipated to be sold during the construction period. This has been already appropriated and included in the Capital Improvement Fund and the Debt Service Fund as part of prior year budgets and is reflected in the County s Funding Model to supplement the other funding sources to pay for the County s 4.8 percent obligation. The amount of additional Non-TIFIA debt is expected to be approximately $60.0 million. Robert Charles Lessor Company Projected Net Growth (RCLCO Net) Accruing to General Fund: As a result of the county s transition to Metrorail and as part of the their analyses, the Robert Charles Lessor Company predicted in 2012 that the County could expect certain growth in real property taxable base through a combination of appreciation to existing real property and new construction real property in areas approximate to the Loudoun Metrorail

5 Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 5 stations. This presence, or Metrorail effect produces additional real property tax revenue less costs for services, or net than what would have been ordinarily anticipated without Metrorail. These additional revenues accruing to the General Fund based upon this appreciation and new construction resulting from the presence of Metrorail may be called upon to help offset any gaps, or revenue loss (projected less actual) from the other sources relied upon for Metrorail construction and even WMATA operating and capital costs. Currently, the County s obligation to pay Project construction costs of approximately $273 million is through a combination of the Metrorail Service District funds ($18.0 million), the federal TIFIA loan of ($195.0 million), and non-tifia debt estimated at $60.0 million. As mentioned previously, updates to these costs will be reflected as part of MWAA s Financial Plan Annual Update, which is expected by March 31. The monthly progress reports to date reflect a $2 million change, or adjustment. If this marginal increase holds true in the Financial Plan Annual Update, of official estimate then the cost would increase to $275 million. Other ongoing costs expected to be paid using Special Tax District Revenues and other revenues. Below lists additional costs related to indebtedness including TIFIA and include: Ancillary Costs: Debt Service Costs: Metrorail Special Tax District Revenues are anticipated to cover the cost of debt service, including principal and interest, for the TIFIA loan and other debt issued related to the construction of the project. Debt Issuance Costs: Metrorail Special District Tax Revenues may be used to pay for costs related to the issuance of debt including underwriter fees, bond counsel, financial advisor fees, and other issuance costs. Revenue Stabilization Fund: Per the County s agreement with USDOT, the County is required to fund a stabilization fund equal to the maximum annual debt service of debt issued. A stabilization fund is a reserve held by a Trustee in the event the County is unable to make a debt service payment. The County s funding model uses Metrorail Special Tax District Revenue to fund this expense (approximately $16.1 million). Other Costs: Metrorail Special Tax District Revenues are permitted to be used to pay other costs such as annual trustee fees, bond counsel fees and financial advisory fees not associated with a bond sale.

6 ITEMS THAT WILL REQUIRE BOARD ACTION: Financial Obligations upon Joining WMATA Compact Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 6 As a jurisdiction subject to the Compact, Loudoun is responsible to contribute to both operating and capital costs of the rail system. These costs are ongoing costs and different from the Metrorail Silver Line Extension Project. It is important to note that Loudoun elected not to utilize the WMATA Metro bus system during discussions leading up to the July 3, 2012 decision to proceed with its funding participation of Metrorail Silver Line Extension Project. Loudoun is modifying our existing transit system to address Loudoun needs. Operating Costs: Loudoun will be responsible for a portion of the local subsidy which all members pay to cover the operating expenses of the Metrorail system. Each jurisdiction s share is determined through a formula. It is important to note that the latest estimate of Loudoun s share is 4.1 percent resulting in an estimated annual operating contribution of approximately $11.1 million. Capital Contribution: In addition to annual operating costs, Loudoun will make capital contributions for system-wide preservation projects. Similar to Loudoun County, WMATA prepares a six-year plan, CIP, pursuant to a Capital Funding Agreement (CFA) among the contributing jurisdictions, with the first year as the basis for the annual capital contributions. It is important to note that the current estimate of Loudoun s share of the annual capital costs is projected at $11.8 million and includes $4.6 for the annual formula match as well as $7.2 for Metro 2025 Investments for the 7000 series rail cars. This initial payment is likely due in FY 2020 depending upon when revenue service begins. FUNDING SOURCES FOR THE ONGOING COSTS OF METRORAIL: Local Gasoline Tax Funds: Starting in FY 2019 Loudoun s Local Gasoline Tax revenues will be diverted to pay for ongoing operating and capital costs, which the County must begin paying 18 months prior to the start of revenue service for stations within the County. Metrorail Service Tax District and Station Districts: In addition, as referenced previously, the Board established the Metrorail Service Tax District and two station service districts to help cover the costs of Metrorail. The Metrorail Service Tax District is intended to pay for Loudoun s share of construction costs of Phase 2 and related debt service. The two smaller station service districts can be used by the Board to contribute towards the County s annual payments to WMATA (capital and operating) in the future. Beginning in FY 2015 and continuing to the opening of Metrorail, the County s local gasoline tax revenue is projected to average $3.1 million lower than was estimated during the FY 2016 budget process. Gas Tax will likely not be sufficient to provide the level of funding for operational and capital contributions to WMATA as previously modeled.

7 Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 7 RCLCO Net Accruing Growth to General Fund: At the time that initial analysis was completed on potential funding for Metrorail, prior to the Board s decision to opt-in to the system, it was anticipated that over the long-term there would potentially be periods in which Local Gasoline Tax and potential tax district revenues may not be sufficient to cover Loudoun s share of ongoing costs; during these periods some support from the General Fund is anticipated. The County s current financial model anticipates using approximately $5.4 million of General Fund support between fiscal years 2024 through The Robert Charles Lesser & Company report, Market and Fiscal Impact Analysis of the Phase 2 Metrorail Extension to Loudoun County, produced in April 2012, identified the impact of additional development due to metro. This additional impact that would otherwise not be realized by the County if the County had opted out of Metrorail was referred to as RCLCO Net or RCLCO Growth. The additional positive fiscal impact to the County of development related to Metrorail represented the net of revenues minus expenditures countywide. This additional revenue will be realized over time in the General Fund and was included in the revenue forecasts provided to the Board as a basis for considering whether to opt-in to Metrorail. Going forward there is no way to continually update the model used by RCLCO to calculate the potential net fiscal impact of the decision to opt-in to Metrorail; once the opt-in decision was made, the County s future development changed. Comparing Loudoun with Metrorail and Loudoun without Metrorail is no longer possible. However, staff is currently working to develop some general ways of measuring overall net fiscal impact and potentially a rule of thumb that could be used to judge if the County is experiencing any unanticipated revenue effects of development as it is occurring a little differently at this point than expected. COMMUTER PARKING GARAGES: Included in the November 15, 2011 MOA was a commitment from the County to use its best efforts to secure additional funding sources that will be sufficient to fund the cost of the design and construction of two parking garages at the terminal rail station known as the Route 772 (Ashburn) Metrorail Station and the third at the Route 606 (Loudoun Gateway) Metrorail Station. On July 3, 2012, the Board voted to opt-in to the Phase 2 Dulles Corridor Metrorail Project thereby moving forward with the overall Metrorail project, including the parking garages. At the same time, and as agreed to in the MOA, the Board was required to explore the development of the three parking garages. To satisfy the MOA commitments, staff recommended, and the Board authorized, the use of the Public-Private Transportation Act (PPTA) of 1995 to seek interest from the private sector to design, construct, maintain and operate the parking garages on the County s behalf. In November 2012, a Solicitation for Conceptual Proposal was issued to design, construct, maintain and operate the three parking garages required by the project.

8 Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 8 In December 2014, Loudoun County entered into a Letter Agreement (LA) with the U. S. Department of Transportation (Attachment 4). In numerous sections, the LA stipulates the parking facilities, which are classified as Concurrent Non-Project Activities by the FTA, are not part of the Project and no proceeds from the TIFIA loan or other federal sources will be used to fund any costs for the design, development and/or construction of the Parking Facilities (reference TIFIA Agreement Sections 3; 1 definitions for Eligible Project Costs, Phase 2, Project ; 4.f; 6; 13.b.xiv; 16.c; 17.j; 42). The Parking Facilities are further defined as, the three parking structures to be constructed by Loudoun County, located at or adjacent to the new rail stations planned as part of Phase 2 at Route 606 and Route 772 in Loudoun County. In total, the three garages provide 4,939 commuter parking spaces. The number by garage location is summarized in table 1 below: Table 1 Parking Spaces by Commuter Parking Garage Location Parking Garage Location Number of Parking Spaces Route 772 (Ashburn) north 1,434 Route 772 (Ashburn) south 1,540 Route 606 (Loudoun Gateway) 1,965 Total 4,939 In FY 2014, the Board approved a capital improvement program budget which included $130,000,000 in revenue bonds to fund the construction of the parking garages. The capital funding was established as a back-stop measure in the event the County was unsuccessful in negotiating an agreement with a private entity for the parking garage(s). Following receipt of the proposals from the PPTA solicitation, the Board authorized staff to enter into negotiations with Comstock Partners for the development of the Route 772 (Ashburn) north parking garage and Nexus Properties (Nexus) for the Route 772 (Ashburn) south and Route 606 (Loudoun Gateway) parking garages. On December 9, 2015, the Board approved (8-0-1, Reid absent) a Comprehensive Agreement with Comstock for the design, construction, maintenance and operations of the Route 772 (Ashburn) North Station. Following execution of the agreement Comstock has progressed with the land use approvals and project development consistent with the schedule and terms defined in the Comprehensive Agreement. Negotiations with Nexus are not progressing in a comparable pace, when compared to the Comstock agreement. Current discussions with Nexus center around the number of spaces required to be constructed in the two garages under consideration by Nexus and the anticipated demand at the respective garage(s). Staff continues to have discussions with Nexus to resolve the concerns. However, the agreed delivery date for the parking garages is approaching and the County Staff may need to recommend to the Board the self-perform option contemplated in the capital budget. Staff anticipates the need for Board direction on this matter by July 2016.

9 Item 4, Dulles Corridor Metrorail Phase 2 Update Transportation and Land Use Committee March 11, 2016 Page 9 TRANSIT DEVELOPMENT PLAN: The Virginia Department of Rail and Public Transportation (DRPT) requires transit agencies in the Commonwealth to complete a Comprehensive Transit Development Plan (TDP) update every six years and provide updates to the plan annually in order to qualify for state funding assistance. The current Loudoun County TDP was developed in 2011, based on the policies, concepts and public participation used to develop Chapter 3 of the Countywide Transportation Plan (CTP). Since the 2011 TDP was adopted, there have been four annual updates to the plan submitted to DRPT. Staff from the Department of Transportation and Capital Infrastructure (DTCI) is currently working with a consultant to complete the six-year comprehensive update to the TDP. The Plan update will span the years FY 2017-FY During this timeframe, the Phase 2 Dulles Corridor Metrorail service is projected to begin operation in the County, which will significantly impact the provision of transit service and transportation within the County. The TDP will include proposed transit related policy statements, an operational plan for service delivery and a proposed budget for the delivery plan. Prior to a recommendation to the Board for adoption, an extensive public outreach process will occur. The anticipated schedule to bring this plan to the Board for adoption is June/July In order to preserve the County s eligibility for this assistance, the TDP must be updated annually and a comprehensive update must be completed every six years. The TDP is a comprehensive six-year- action plan for the provision of transit service. It serves as a guide for the County s Transit and Commuter Service program and is designed to improve the efficiency and effectiveness of the program by identifying the required resources for modifying and enhancing the services provided to the public. It provides recommendations for transit services and includes operational and capital costs for the recommended services. FISCAL IMPACT: There is no fiscal impact associated with this item. ATTACHMENTS: 1. Agreement to Fund the Capital Cost of Construction of Metrorail in the Dulles Corridor, Signed July 12, Cooperative Agreement Between the Metropolitan Washington Airports Authority and Loudoun County Virginia, Signed July 9, TIFIA Loan Agreement, Dated December 9, Parking Facilities Letter Agreement

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114 COOPERATIVE AGREEMENT BETWEEN THE METROPOLITAN WASHINGTON AIRPORTS AUTHORITY AND THE COUNTY OF LOUDOUN, VIRGINIA August 7_, 2013 iv: r :n! jeiiy-sy'yyy:! AUG ATTACHMENT 2 MWAA / PMSS pnni E r CONTROL

115 Contents Article I. Recitals and Definitions 3 Article II. Project Coordination and Design Review 5 Article III. Government Approvals 10 Article IV. Property Acquisition And Use 11 Article V. Construction on Loudoun-Owned Property 13 Article VI. Traffic Maintenance 14 Article VII. Insurance Requirements 15 Article VIII. Indemnification 16 Article IX. Notices 17 Article X. Miscellaneous Provisions 18 Index to Certain Defined Terms Adjoining County Development 8 Agreement 1, 3 Airports Authority 1 Airports Authority Property 3 Applicable Review Time 7 ARS 3 Contractor 3 Days 3 DGS 3 DRPT 3 Fairfax 1, 3 Fairfax County Code 4 Fairfax County Zoning Ordinance 4 Fairfax Facilities 4 FHWA 4 FTA 1 Funding Agreement 1 Funding Partners 4 Loudoun 1, 4 Loudoun Parking Structures 2 LPA : 1 Metropolitan Washington Airports Authority Dulles Corridor Enterprise Fund 4 MOA 2 MOT 14 MWAA 3 MWAA Property 3 NEPA 1 Phase 1 1 Phase 2 1 Phase 2 PE Design 2 Phase 2 RFP 2 Project 4 Project Facilities 4 TMP 15 VDOT 4 VDOT Facilities 4 WMATA 4 WMATA Maintenance Facility 5

116 THIS COOPERATIVE AGREEMENT RELATING TO THE CONSTRUCTION OF METRORAIL IN THE DULLES AIRPORT CORRIDOR ("Agreement") is hereby entered into as of August 777ZL by and between the Metropolitan Washington Airports Authority ("Airports Authority") and the County of Loudoun, Virginia ("Loudoun"). Recitals A. Loudoun and Airports Authority desire to enhance transportation service in Loudoun County and the Dulles Airport Corridor. B. Loudoun, the Commonwealth of Virginia, and the County of Fairfax, Virginia ("Fairfax") have approved an approximately 23-mile extension of Metrorail, including a segment in Loudoun County from the Washington Dulles International Airport, along the Dulles Greenway, and terminating at Route 772. This extension is known as the Silver Line, and is described more fully in the Agreement to Fund the Capital Cost of Construction of Metrorail in the Dulles Corridor dated July 19, 2007 ("Funding Agreement") among Fairfax, Loudoun, and Airports Authority. C. The Commonwealth, Loudoun, Fairfax, and Airports Authority assessed transportation alternatives in accordance with the process recommended by the FTA, which included feasibility studies, alternatives analysis, and environmental analysis in accordance with the National Environmental Policy Act ("NEPA"). D. The public was involved throughout the alternatives analysis and NEPA processes and in the selection of a locally preferred alternative ("LPA") developed as part of the Dulles Corridor Rapid Transit Project's Environmental Impact Statement process, to build the Silver Line. E. For purposes of obtaining one or more federal grants, construction of the Project has been divided into two phases, with Phase 1 of the Project ("Phase 1") generally consisting of that portion of the Project extending from the Metrorail Orange Line near the West Falls Church Station to and including the proposed Wiehle-Reston East Station, and Phase 2 of the Project ("Phase 2") described generally as that portion of the Project west of the proposed Wiehle-Reston East Station to and including the Dulles Airport Station and continuing thereafter to the terminus of the Project at Route 772 in Loudoun. F. In accordance with NEPA, an Environmental Impact Statement for both phases of the Project and an Environmental Assessment for Phase 1 design refinements has been completed and the Federal Transit Administration ("FTA") issued a Record of Decision in March 2005 and an Amended Record of Decision in November 2006, and the Federal Aviation Administration ("FAA") issued a Record of Decision in July G. In accordance with NEPA, an Environmental Assessment for Phase 2 design refinements has been completed and the FTA issued a Finding of No Significant Impact on December

117 17, 2012, and the FAA issued an Amended Record of Decision on December xx, H. As described in that certain Memorandum of Agreement dated December, 2011 among The United States Department of Transportation, WMATA, the Airports Authority, Loudoun, Fairfax, and the Commonwealth of Virginia (the "MOA"), Loudoun agreed to use its best efforts to build parking structures at the rail stations planned at Route 606 and Route 772 in Loudoun County (the "Loudoun Parking Structures") and the parties agreed that if Loudoun is unable to secure the funding to build the Loudoun Parking Structures, then funding will be governed by the Funding Agreement. I. Airports Authority plans to award a design-build contract for Phase 2 as described in that certain Request for Proposals, Solicitation No C001 dated February 6, 2013 issued by Airports Authority (as amended, the "Phase 2 RFP") ") and will separately award contracts for (i) the rail and related facilities in Phase 2 of the Silver Line, (ii) the WMATA Maintenance Facility and (iii) if necessary, the Loudoun Parking Structures and/or Fairfax Parking Structures.. J. Airports Authority provides day to-day management of both phases of the construction of the Silver Line. That management includes, but is not limited to, financial planning and financing; right-of-way acquisition; environmental mitigation; intergovernmental agreements; permitting and utility coordination; public involvement; management of design and construction until completion, inspection, and acceptance of the Project by the Washington Metropolitan Area Transit Authority; and warranty implementation support. K. Airports Authority applied to the FTA as the Project sponsor to receive an FTA grant to implement Phase 1, and received such a grant pursuant to that certain Full Funding Grant Agreement (FTA FFGA-15) dated October 8, L The Commonwealth will assist Airports Authority with right-of-way acquisition, site plan review and inspections, issuance of building permits, storm water management, and the regulation of Project activity in floodplain areas. M. Loudoun, Fairfax, the Commonwealth, and Airports Authority are committed to design and construct the Project to meet the cost-effectiveness criteria established by the FTA while complying with all federal, state, and local laws, ordinances, and regulations. N. Loudoun has participated in the preparation of the Project's Phase 2 Preliminary Engineering by reviewing and providing comments on the 100% Preliminary Engineering design for Phase 2 (the "Phase 2 PE Design") as described in the Phase 2 RFP. Certain comments have been resolved as set forth in the letter from Airports Authority to Loudoun dated April 29, 2013, a copy of which is attached hereto as Attachment A. O. Loudoun and the Airports Authority wish to cooperate if Loudoun is able to separately fund the construction the Loudoun Parking Structures, including the timely conveyance

118 of property interests from the Airports Authority and the coordination of the construction activities of the respective parties. P. Recognizing that the funding for the Project has been addressed in a separate Funding Agreement, Loudoun and Airports Authority desire to enter into this Agreement to memorialize their understandings concerning other issues relating to the Project, including project coordination, property acquisition, project compliance with existing regulatory processes, insurance coverage, indemnity, and certain other issues not directly related to funding. NOW THEREFORE, Airports Authority and Loudoun agree as follows: Article I. Recitals and Definitions Section 1.01 Recitals. The definitions set forth in the above recitals are a part of this Agreement. Section 1.02 Definitions. In addition to the definitions provided in the recitals and elsewhere in this Agreement, the following are definitions of additional terms used in this Agreement: "Agreement" means this Agreement including any appendices, exhibits, and amendments. "AHJ" means the authority having jurisdiction for administrative permitting purposes. "Airports Authority" means the Metropolitan Washington Airports Authority, its various departments and agencies, and its officials and agents. "Airports Authority Property" means the real property that is owned by Airports Authority or by the United States of America and leased to Airports Authority, which is used for the Washington Dulles International Airport, the Washington Dulles International Airport Access Highway, and the Dulles Toll Road, excluding any real property that is acquired by Airports Authority for purposes of constructing the Project. "ARS" means the adopted regional system for Metrorail in the Metropolitan Washington area, which (excluding the Project) is currently composed of 106 miles of Metrorail track and operated by the Washington Metropolitan Area Transit Authority, and any additions made to the system by the WMATA Board of Directors. "Contractor" means any firm(s) engaged by Airports Authority to perform design, development, preliminary and final engineering, design-build, or construction work for the benefit of the Project, and shall include any and all subcontractors, agents, and successors-in-interest. "Days" means (unless otherwise expressly provided) business days, excluding all holidays recognized by Airports Authority and/or Loudoun.

119 "DCR" means the Department of Conservation and Recreation for the Commonwealth of Virginia. DGS" means the Department of General Services for the Commonwealth of Virginia. "DRPT" means the Department of Rail and Public Transportation for the Commonwealth of Virginia. "Fairfax" means the County of Fairfax, a political subdivision of the Commonwealth of Virginia, its various departments and agencies and its officials and agents. "FHWA" means the Federal Highway Administration. "Funding Partners" means, solely for purposes of this Agreement, the Commonwealth, Loudoun, Fairfax, and Airports Authority. "Loudoun" means the County of Loudoun, a political subdivision of the Commonwealth of Virginia, its various departments and agencies and its officials and agents. "Loudoun County Code" means the Codified Ordinances of the County of Loudoun, Virginia, as amended from time to time. "Loudoun County Zoning Ordinance" means the Revised 1993 Zoning Ordinance of the County of Loudoun, Virginia, as amended from time to time. "Loudoun Facilities" means existing Loudoun-owned facilities and infrastructure as well as those facilities designed for and constructed as part of the Project to be owned and/or maintained by Loudoun. The term "Loudoun Facilities" shall not include Loudoun-owned vacant real property. "Metropolitan Washington Airports Authority Dulles Corridor Enterprise Fund" means the fund bearing this name that is more fully described in Resolution No entitled "Financial Administration of the Dulles Toll Road and Dulles Corridor Metrorail Project," as adopted by the Metropolitan Washington Airports Authority Board on June 6, A copy of such resolution is attached hereto and incorporated herein by reference as Attachment B. "Project" means the following: (i) Phase 2 of the Silver Line, including all the work described in "Package A" in Design Build Contract awarded pursuant to the process described in the Phase 2 RFP, (ii) the WMATA Maintenance Facility, and (iii) to the extent Loudoun does not elect to build them, the Loudoun Parking Structures. "Project Facilities" means all rail transit and associated transit facilities designed for and constructed as part of the Project, including without limitation rail lines, rail guideways, and rail stations and supporting facilities.

120 "VDOT" means the Virginia Department of Transportation, its various departments and agencies, and its officials and agents. "VDOT Facilities" means existing VDOT-owned facilities and infrastructure including, but not limited to, roadways, pavement markings, rights-of-way, traffic signals and associated equipment, highway signs, toll facilities, structures, drainage facilities, and related facilities, pedestrian and bicycling facilities, as well as those facilities designed for and constructed as part of the Project to be owned and/or maintained by VDOT. "WMATA" means the Washington Metropolitan Area Transit Authority, its various departments and agencies, and its officials and agents. "WMATA Maintenance Facility" means the rail yard and maintenance and storage facilities to be built for WMATA on Airports Authority's property near Dulles Airport. Article II. Project Coordination and Design Review Section 2,01 Airports Authority's Role. Airports Authority shall serve as the federal grant recipient and is responsible for the day-to-day management of the Project. Airports Authority shall be responsible for the completion of preliminary and final engineering for the Project, design-build activities, and associated project development activities, including financial planning, right-of-way acquisition, environmental mitigation, utility coordination and relocation, and permitting. Airports Authority also is responsible for coordinating the engineering, design, and construction of the Project with the Funding Partners, including Loudoun, as set forth more fully below. Separately, Airports Authority will act as the AHJ with respect to building code and permitting issues on Airports Authority Property. Airports Authority will assign one or more project coordinators to work with and provide support to Loudoun for the implementation of the Project until final acceptance of the Project Facilities by WMATA. Airports Authority's project coordinator(s) will facilitate the participation of Loudoun staff in Project-related reviews and meetings and shall facilitate the timely transmission of information to Loudoun to allow Loudoun sufficient time to exercise its rights and responsibilities under Section Section 2.02 Loudoun's Role. Loudoun will coordinate with Airports Authority and the other Funding Partners in the implementation of the Project, and will act as the_ahj for any portion of Project in Loudoun, off Airports Authority property, as to which DGS, DCR (or successor state agency) does not agree to act as AHJ. Loudoun will assign a project coordinator to support Airports Authority. Loudoun's project coordinator shall (a) serve as Airports Authority's first point of contact for Loudoun in coordinating issues relating to the Project, (b) assist in managing coordination with all Loudoun offices, (c) facilitate the participation of Loudoun staff in Project-related reviews and meetings, (d) represent and advocate Loudoun's interests in Project-related reviews, meetings or discussions and (e) facilitate the timely transmission of information to the Airports Authority from Loudoun staff to assist the Airports Authority in completing the Project within Project

121 schedule. Section 2.03 Project Design Review. (a) Review Process. The parties acknowledge that the Airports and Loudoun have mutually agreed upon the Phase 2 PE Design. The Phase 2 PE Design includes, without limitation, drawings depicting the Project alignment, line, track, and systems, and the location and general appearance of stations and facilities including traction power substations and storm water facilities. Using a design review software package that allows shared access to design documents. Airports Authority will provide Loudoun with access to copies of all design submittals during the design-build process. In addition, the Airports Authority shall provide hard copies of all documents as requested by Loudoun. Loudoun will have the right to review and provide comments to Airports Authority on all design submittals through completion of final design. The Airports Authority shall obtain the advance written approval of Loudoun prior to making any changes that are not in substantial conformance with the Phase 2 PE Design. In the absence of Loudoun's advance written approval of such proposed changes, the Airports Authority shall construct the Project Facilities substantially as shown in the Phase 2 PE Design. Loudoun will provide comments within the Applicable Review Time after the applicable review materials are made available to Loudoun as described above. Airports Authority shall meet with Loudoun to discuss, and otherwise coordinate with Loudoun about, the supplemental engineering design packages (if any), the final engineering drawings, and final site plans for all portions of the Project in Loudoun County or outside Loudoun County to the extent Loudoun desires to comment. As part of this collaborative process, Airports Authority shall respond in writing to each of the comments made by Loudoun. Such response will indicate whether such comments were incorporated into the drawings or plans, and if not shall give a detailed explanation. To the extent that this collaborative process does not resolve Loudoun's comments, such issues shall be resolved by the Funding Partners. Notwithstanding the foregoing, the Airports Authority must obtain the advance written approval of Loudoun for all supplemental design packages, final engineering drawings, and final site plans that in each case affect Loudoun Facilities and/or Loudoun-owned land. (b) Accommodating Adjoining Development. From time to time upon request by Loudoun, Airports Authority will consider proposed changes to Project Facilities to accommodate adjacent development by Loudoun, or by private owners pursuant to Loudoun's approval process, subject in all cases to the following conditions: (i) Loudoun, and not Airports Authority, will conduct such discussions with private owners as Loudoun may deem appropriate in order to determine what changes Loudoun wishes to propose. Airports Authority shall not be responsible for screening, evaluating, or negotiating changes proposed by private owners, but shall instead consider and respond to changes that Loudoun, after its own screening, evaluation, and negotiation, has elected to propose to Airports Authority, (ii) Airports Authority will not be required to delay any part of the Project schedule, as established and modified from time to time by Airports Authority in its reasonably discretion, to accommodate any such changes, (iii) Loudoun or the applicable owner will pay all costs to review the proposed changes, (iv) Loudoun or the applicable owner will pay all

122 increases in Project actual costs attributable, in the Funding Partners' reasonable estimation, to implementing any changes agreed to by Airports Authority under this paragraph, (v) Prior to reviewing any proposed changes and again prior to implementing any approved changes under this paragraph. Airports Authority may require the applicable owner to provide security, reasonably acceptable to Airports Authority, for payment of the review costs and change costs described in this paragraph. (c) Phase 2 Parking Structure Responsibility. As more particularly set out in 3.2 of the MOA, Loudoun has agreed to use its best efforts to secure Additional Funding Sources for the Loudoun Parking Structures. If Loudoun elects to construct any Loudoun Parking Structure, that facility will be completed by December 31, If the project schedule is extended for the completion of Phase 2 of the Project, the deadline for completion of any Loudoun Parking Structure will be extended accordingly. On or before June 30, 2014, Loudoun will provide a status report to the Airports Authority on its efforts to secure the Additional Funding Sources and whether it anticipates that it will be constructing any or all of the Loudoun Parking Structures. This status report is for informational purposes and is not binding on Loudoun. On or before December 31, 2014, Loudoun will notify Airports Authority in writing to identify which, if any, of the Loudoun Parking Structures Loudoun will be responsible for constructing. Airports Authority will be responsible for construction of each Loudoun Parking Structure that Loudoun has not unconditionally agreed in writing on or before December 31, 2014 to construct at Loudoun's expense and within Airports Authority's Phase 2 project schedule. As more particularly set out in 3.3 of the MOA, the Airports Authority has agreed: "to the extent permitted by law, provide to Loudoun, at no cost, such real property rights to land that is leased by [Airports Authority] from the federal government as are reasonably necessary for the construction, location, and operation of, and vehicular access to and from, the parking facility that is to be constructed to serve the Route 606 Station." Loudoun anticipates that it will require a long term easement over the Airport Authority's federal leasehold, sufficient to allow the construction and operation of the Loudoun Parking Structures at the Route 606 station, including ingress and egress, stormwater management, installation of utilities, and temporary construction activity. The Airports Authority agrees to respond in writing within 30 days of a request from Loudoun for any such property interests, confirming whether it will provide the requested lease, easement or other property interest on the schedule requested by Loudoun. Loudoun has solicited proposals for a private-public partnership to construct the Loudoun Parking Structures. The Airports Authority will cooperate with Loudoun on such proposals by promptly responding to requests by Loudoun related to these efforts. Such requests may include modification of the location or configuration of the Loudoun Parking Structures or accommodating private commercial development within or adjacent to the Loudoun Parking Structure on Airports Authority property. Nothing herein shall require the Airports Authority to approve such requests.

123 If Loudoun constructs any Loudoun Parking Structure, the Airports Authority and Loudoun will consult closely to coordinate construction activity undertaken by their respective contractors or agents. (d) Applicable Review Time. (i) The time for Loudoun to review and respond to design submittals is referred to herein as the "Applicable Review Time." (ii) Loudoun acknowledges that Airports Authority will generally have a contractual obligation to respond to design submittals by the Phase 2 Contractor within twenty-eight (28) calendar days after Airports Authority's receipt. Therefore, the Applicable Review Time for all design submittals shall be twenty-one (21) days. (iii) Loudoun and Airports Authority will cooperate to minimize unnecessary delays in the design review process. Loudoun will endeavor, when and if it disapproves a submittal based on minor omissions or needed corrections, to specify in its disapproval an Applicable Review Time of such period, less than 21 days, that Loudoun in its discretion determines will be needed for its review of the re-submittal. Airports Authority shall, however, endeavor to cause the Contractor to avoid the need for re-submittals by providing complete and accurate initial submittals. (iv) Loudoun will commit sufficient resources to enable Loudoun to meet its review deadlines under this Agreement, to enable Airports Authority in turn to meets its deadlines under the design-build contract for Phase 2. Section 2.04 Loudoun Coordination. At all stages of Project construction and establishment, Airports Authority shall give notice of its construction activities for the Project to Loudoun's project coordinator, who will assist in coordinating with each Loudoun agency affected by the Project's activities. Such coordination shall include, without limitation, efforts to minimize the effects of nighttime construction and construction noise, as well as the development of traffic managements plans during Project construction as set forth more fully in Article 5, below. Section 2.05 Drawings to be Made Available. Airports Authority shall maintain a set of up to-date "final design" drawings (including contractor modifications) which shall be available for review by Loudoun during the progress of construction of the Project. Upon completion of each phase of the Project, Airports Authority shall furnish Loudoun with electronic copies of reproducible "as built" drawings showing all Project Facilities in Loudoun County, including but not limited to Loudoun Facilities. For all Loudoun Facilities, such "as built" drawings shall be signed by a representative of the Contractor for the Project, certifying that the "as-built" conditions for the Loudoun Facilities are accurately reflected on the "as built" drawings. Section 2.06 Schedules. Airports Authority will provide Loudoun with updated Project schedules on a monthly basis. Similarly, Loudoun will provide Airports Authority with updates regarding its Project activities,

124 as applicable, on a monthly basis. Section 2.07 Adjoining Development. (a) Coordination by Contractors. The parties recognize that Loudoun intends to perform or permit other or additional work, and to contract with other persons to perform, adjacent to the Route 772 Station ("Adjoining County Development"). Subject to Section 2.03(b), Airports Authority shall require the Contractor to make commercially reasonable efforts to cooperate with Loudoun to the extent necessary for the performance by Loudoun of the Adjoining County Development, and shall direct all parties related to the Contractor to so cooperate. Similarly, Loudoun shall require it's contractors undertaking Adjoining County Development to make commercially reasonable efforts to cooperate with Airports Authority and the Contractor to the extent necessary for the construction of the Project and Loudoun shall direct all parties related to Loudoun's contractors to so cooperate. Airports Authority and Loudoun shall instruct their respective contractors to make commercially reasonable efforts to conduct their work without interfering or hindering the progress of the work being performed by other such contractors. This section does not require Loudoun to require coordination of development performed by private parties who are not under the direct contractual control of Loudoun. Any public-private partnership constructing a parking structure for Loudoun shall be considered under Loudoun's direct contractual control for this purpose. (b) Coordination Agreements. Promptly after the execution of the contract for construction of Phase 2, Airports Authority and the Contractor shall use commercially reasonable efforts to enter into coordination agreements with the other persons or entities, including Loudoun, undertaking the Adjoining County Development. The purpose of these coordination agreements is to coordinate the Project's construction schedule, as well as the construction schedules of the Adjoining County Development, so as to minimize potential interference with access to work sites and delays to the Project and to the other projects. Airports Authority agrees to require the Contractor to attend and participate in coordination meetings as necessary to facilitate the negotiation and execution of such coordination agreements in an effort to avoid cost and time impacts to the Project. Section 2.08 Applicable Standards. The Phase 2 Project Facilities shall conform to the May 2008 WMATA Manual of Design Criteria for Maintaining and Continued Operations of Facilities and Systems (WMATA Design Criteria, Release 9), with deviations to the extent permitted by WMATA under separate agreements with Airports Authority. For any and all Project Facilities located on Airports Authority Property that qualify as "buildings," the relevant standards of Airports Authority shall apply. The relevant standards of the Virginia Uniform Statewide Building Code, as well as any and all other applicable Loudoun ordinances and regulations, shall apply to the portions of the Project located in Loudoun County that are not on Airports Authority Property. Design and construction of all Project Facilities on VDOT's rights-of-way shall comply with the Virginia Uniform Statewide Building Code and any and all other applicable regulations and requirements of VDOT, other

125 departments of the Commonwealth, and FHWA. Design and construction of all Project Facilities located on the Greenway, which is owned by Toll Road Investors Partnership II, L.P., a Virginia limited partnership ("TRIP II"), shall be governed by the same requirements applicable to VDOT rights-of-way or as otherwise provided in controlling agreements between VDOT and TRIP II. Section 2.09 Dulles Greenway. The area of the Project in Loudoun County, with the exception of the Airports Authority Property, is subject to Loudoun permitting and regulatory requirements. This includes the Phase 2 Project Facilities within the Dulles Greenway, outside of the Airports Authority property, unless DGS or other state agency agrees in writing to act as the permitting authority as described in Section 3.05 below. Section 2.10 Role of TRIP II. The Airports Authority will be responsible for obtaining any necessary permissions or agreements from TRIP II, or its successor, to apply on its behalf for permits or approvals or otherwise to comply with regulatory requirements on the Dulles Greenway property. To the extent TRIP II, as the title holder of parts of the land on which Phase 2 is to be built, must be treated by Loudoun as the owner for purpose of construction of any Phase 2 Project Facilities, this Agreement will nevertheless apply to the applicable construction. Section 2.11 WMATA Approval. Airports Authority shall be responsible for obtaining the approval of WMATA and VDOT of all of the Project's design and construction plans that affect WMATA's property or operations and/or VDOT Facilities, including obtaining WMATA's approval of all Project Facilities intended for acceptance by WMATA into the ARS. Article III. Government Approvals Section 3.01 Regulatory Approvals. Airports Authority shall be responsible for obtaining all necessary regulatory approvals for the Project in order to expedite WMATA's acceptance of the completed Project Facilities into the ARS and to ensure that the Project complies with all federal, state, and local laws, ordinances, regulations, and other applicable requirements. Section 3.02 Section 2232 Compliance. DRPT, acting on behalf of WMATA, has obtained a determination from Loudoun that the general or approximate location, character, and extent of the Metrorail tracks and ancillary facilities (including stations areas) are substantially in accordance with the adopted Comprehensive Plan of Loudoun County as required by Va. Code Ann (2003) ("Section 2232"). Airports Authority shall be responsible for obtaining, on behalf of WMATA, any additional Loudoun County approvals that may be required for Phase 2. Section 3.03 Loudoun Legislative Approvals. Loudoun acknowledges the following legislative approvals: (i) the special exception for the Dulles Greenway which provided for the extension of rail in the median; (ii) the proffered 10

126 rezonings for Loudoun Station and Moorefield that included connections and related facilities associated with the Route 772 station; and (iii) the comprehensive plan for Loudoun County that includes the proposed rail line in the Dulles Greenway and the Route 772 and Route 606 stations. There are no additional special exceptions, rezonings, approvals, required to construct the Project Facilities as shown on the Phase 2 PE Design in Loudoun County. To the extent any changes or additions to the Project require any special exception, rezoning or approval, the Airport Authority will apply on a schedule that will allow sufficient time for Loudoun to process, and the Loudoun County Board of Supervisors to act on, such application prior to the construction of the Project Facilities that are the subject of the application. The Airports Authority will incorporate design changes required as part of development conditions governing any such special exception approval for any such changes or additions to the Project into the Project and shall direct the Contractor to fully implement the development conditions during the construction of the Project. If Airports Authority is responsible for any Loudoun Parking Structure, Loudoun will establish, to the extent it may legally do so, an expedited process for final action on such applications consistent with the overall Phase 2 project schedule. Section 3.04 Permitting on Airport Property. Airports Authority shall be responsible for reviewing and approving ail site plans and issuing all building permits for Project Facilities located on Airports Authority Property. Section 3.05 Permitting off Airport Property. With respect to those portions of the Project that are located on property within Loudoun County that is not Airports Authority Property, Airports Authority shall secure DGS's approval of all site plans and building permits that are required for the Project. Airports Authority shall also secure OCR's (or successor agency's) approval of all storm water management and erosion and sediment control plans associated with the Project to ensure that they fully comply with all applicable federal, state, and local laws, ordinances, regulations, and other requirements. The parties acknowledge that Loudoun has not elected to cause land-disturbing and construction activity on property in Loudoun County to be subject to the Chesapeake Bay Preservation Act. Airports Authority will provide to Loudoun written confirmation from DGS or DCR (or successor agency) that each of those agencies agrees to undertake its respective responsibilities as set out in this section. If the Airports Authority is unable to obtain the agreement of DGS and/or DCR to perform these regulatory roles with respect to the portions of the Project that are located on property in Loudoun County that is not Airports Authority Property, then Airports Authority shall obtain Loudoun's advance written approval of all required plans and permits that are needed to conduct land disturbing and construction activities on such property. Airports Authority shall not engage in and/or allow the Contractor to engage in any landdisturbing or construction activity on property in Loudoun County that is not Airports Authority Property unless Airports Authority has first obtained all required permits from DGS, DCR, and/or Loudoun, as set forth herein. 11

127 Section 3.06 Access for Inspections. Airports Authority shall require the Contractor to provide full and complete access to the Project Facilities at all times during construction so that Loudoun, DGS, and/or DCR may conduct inspections. Inspections initiated by Loudoun shall be coordinated through Airports Authority. Section 3.07 Certificate of Occupancy. Prior to occupancy of those Project Facilities in Loudoun County that are not on Airports Authority Property, Airports Authority, acting on behalf of WMATA, will apply for and obtain a certificate of occupancy from the AHJ. It is anticipated that DGS will be the AHJ; however, to the extent the AHJ is Loudoun, Loudoun agrees to expedite inspections and permit issuance to the extent allowable and practical. The Airports Authority will apply for and obtain the Loudoun County Zoning Administrator's approval of any required Zoning Permits associated with the Project Facilities in Loudoun County that are not on Airports Authority property. Article IV. Property Acquisition And Use Section 4.01 Acquisitions. (a) Acquisition Responsibility. Airports Authority will be responsible for acquiring all rights-of-way and property rights within Loudoun County necessary for the construction and operation of the Project Facilities. (b) Property for Staging and Utility Relocation. Airports Authority will require the Contractor to acquire the property (or property rights such as easements or licenses) needed, outside the property acquired for the location of Project Facilities, for utility relocation, and/or construction staging and storage areas, in connection with Project construction. (c) Loudoun County Requirements. All easements on Loudoun-owned property, if any, shall be obtained using uniform language approved by Loudoun that allows for construction and operation of Project Facilities and/or VDOT Facilities. (d) Use of Density Credits. Density/intensity credit may be utilized to acquire property to the extent permitted by the Loudoun County Zoning Ordinance. Section 4.02 Loudoun Property. (a) Proffers. Loudoun does not currently own any property required for the Project. At properties adjacent to the Route 772 Station, Loudoun has accepted and approved zoning conditions pursuant to Va. Code that address future dedications to Loudoun related to the Project, as follows: 12

128 1. Proffer I.F.2.b for Loudoun Station (ZMAP ) provides for the dedication of 2.5 acres for transit purposes in the second phase of that development. This property is located on the north side of the Route 772 Station. 2. Proffer I.F.3.f for Loudoun Station (ZMAP ) provides for the acquisition of the Ryan Park Parking Lot Reservation Area in the third phase of that development. This property is located on the north side of the Route 772 Station adjacent to the Loudoun Station property. 3. Proffer IV.A for Moorefield Station (ZMAP ) provides for the dedication of two sites to Loudoun: a 12 acre Transit Station Site and a 3.6 acre Commuter Parking Site. These properties are located on the south side of the Route 772 Station. The properties that are to be dedicated to Loudoun under the Loudoun Station and Moorefield Station zoning approvals are collectively referred to as the "Proffered Dedications," and the referenced proffers are included as Attachment C. Loudoun will undertake best efforts to secure the Proffered Dedications. In the event that Loudoun is able to secure the Proffered Dedications by the dates required to meet the Project schedule, it will: 1. Provide the Airports Authority a right-of-entry on the property, at no cost, to allow entry, construction, maintenance, and operation of Project Facilities prior to WMATA's acceptance of the Project Facilities into the ARS; and 2. Transfer an ownership interest to WMATA, at no cost, but only for the portion of the proffered property where Project Facilities that are transit facilities or supporting facilities are located and will be operated and maintained by WMATA. 3. Provide easements or rights-of-entry for access to facilities operated and maintained by WMATA that, in Loudoun's reasonable discretion, will not interfere with the use and development of property retained by Loudoun for other purposes. 4. Loudoun expressly retains the following rights or interests in the Proffered Dedications: 1. Any property required for any Loudoun Parking Structure, if constructed by Loudoun pursuant to 3.2 of the MOA and the terms of this Cooperative Agreement; 2. All land or interests in land that, in Loudoun's reasonable discretion, are in excess of the area actually necessary for the facilities shown on Phase 2 PE Design. 3. Air rights on property transferred to WMATA; and 4. Any property interest that is to be retained by Loudoun, or any restriction that is to be enforced by Loudoun, under the terms of the Proffered Dedications. In the event Loudoun is unable to acquire the Proffered Dedications, the Airports Authority will be responsible for acquisition, as provided in Section 4.01; provided, however, that if Loudoun funds one or both of the parking structures at Route 772, it will be responsible for the acquisition costs of the respective site(s). (b) Additional Acquisitions In the event that Loudoun acquires any other property that may be required by the Airports 13

129 Authority for the Project, Loudoun will cooperate in providing a right-of-entry to the Airports Authority to accommodate the construction of the Project and transferring an ownership interest, easement or right-of-way to WMATA for facilities to be operated and maintained by WMATA. Loudoun is not required to acquire any property for the Project by purchase or the exercise of eminent domain. Any instrument granting a right-of-entry or conveying an ownership interest shall be in a form reasonably acceptable to the Airports Authority and Loudoun, must be approved by the Loudoun County Attorney, and shall be subject to the provisions for conveyance of county property in Va. Code Article V. Construction on Loudoun-Owned Property Section 5.01 Design Affecting Future Loudoun Improvements. The Airports Authority shall notify Loudoun in a timely manner of any current or future plan for construction by the Airports Authority on Loudoun-owned property that may be affected by the design or construction of the Project. The Airports Authority shall make arrangements with the Loudoun project coordinator to have appropriate Loudoun staff meet with the Airports Authority to discuss the possible effects on Loudoun-owned property. Where Project Facilities are to be built on property to which Loudoun plans to retain title as described in Error! Reference source not found., all designs for such Project Facilities must be approved by Loudoun in writing prior to implementation. To the extent that Loudoun has already approved in writing design drawings depicting the construction of Project Facilities on Loudoun-owned vacant land, further refinements of those plans (which include the Phase 2 PE Design) shall not require additional written approval as long as all construction activity remains within the footprint of the approved design. Section 5.02 Right of Entry Permit. A right-of-entry permit in the form attached hereto as Attachment D must be issued by Loudoun before any Project activities on Loudoun-owned property, including relocation, modification, or construction of Loudoun Facilities. Said relocation, modification or construction shall comply with the right-of-entry permit and this Agreement. The right of entry permit shall remain in place for the duration of the Project and shall not be revoked by Loudoun without cause. Section 5.03 Loudoun Facilities. Airports Authority or the Contractor shall perform such relocation, modification, or construction of currently-existing Loudoun Facilities as may be required to accommodate Project Facilities. Such Loudoun Facilities may include county-owned utilities such as sanitary sewer and storm sewer lines. In connection with such work, (i) trees and landscaped areas located on property owned by Loudoun shall be preserved to the extent reasonably practicable, and (ii) trees in the construction area, to the extent they are to remain, shall be protected in accordance with the County's requirements and standards. When trees must be removed from such property, the affected property shall be re-landscaped as required by the Phase 2 Design- 14

130 Build Contract.. Article VI. Traffic Maintenance Section 6.01 MOT Plans. Airports Authority shall prepare Maintenance of Traffic ("MOT") plans for roads that are affected by the construction of the Project. Such plans will show, among other things, the construction phasing, roads to be closed, detour routes, pedestrian walk areas, parcel access, signs, traffic signal modifications, and other pertinent information relating to traffic maintenance during the construction of the Project. The MOT plans shall be coordinated with and approved by Loudoun and VDOT prior to the commencement of construction. All MOT plans shall comply with all applicable federal regulations. Section 6.02 Closures of State Roads. Airports Authority shall consult with and obtain VDOT approval prior to partial or complete closure of any Commonwealth-maintained roadways to vehicular and pedestrian traffic during the construction of the Project. Airports Authority shall provide adequate detour routes as part of any such plans, to be coordinated with and approved by VDOT. Airports Authority shall notify Loudoun, Loudoun Fire and Rescue Department, Loudoun Sheriff's Office, Loudoun Public Schools, Loudoun elected officials, VDOT, and the media at least ten business days in advance of the need to fully close a Commonwealth-maintained roadway. Section 6.03 Closures of County Roads. Airports Authority shall consult with and obtain Loudoun approval prior to partial or complete closure of Loudoun-maintained roadways to vehicular and pedestrian traffic during the construction period as needed to construct the Project Facilities. Airports Authority, with the assistance and approval of Loudoun, shall plan for and provide adequate detour routes. Airports Authority shall give Loudoun, Loudoun Fire and Rescue Department, Loudoun Sheriff's Office, Loudoun Public Schools, Loudoun elected officials, VDOT, and the media at least ten business days in advance of the need to fully close a Loudoun-maintained roadway. Section 6.04 General Road Closure Rules. (a) County Policies. All road closures required by the Project on property in Loudoun County that is not Airports Authority Property shall comply with the requirements of Loudoun's road closure policies that have been adopted by the Loudoun County Board of Supervisors. (b) Hours of Closures. To the extent reasonably possible, construction on roadways shall not occur during peak traffic hours to avoid any unreasonable disruption of the movement of pedestrian and vehicular traffic, except on portions of roadways closed by VDOT permit. Airports Authority shall require its Contractor during construction of the Project to allow operating businesses sufficient access to their properties for pedestrians, vehicles, deliveries, and fire fighting and rescue equipment. 15

131 (c) Signs. Any and all signs, pavement markings, and barricades installed and maintained by the Contractor shall be in accordance with the applicable MOT plan, the 2009 edition (with Revisions 1 and 2 dated May 2012) of the Manual on Uniform Traffic Control Devices, and the Virginia Work Area Protection Manual, as applicable. Section 6.05 Transportation Management Plan Update. Separately from the MOT plans, Airports Authority assisted in developing a Transportation Management Plan ("TMP") (also known as a Congestion Management Plan) for all areas affected by the construction of the Silver Line project. Airports Authority and Loudoun will discuss and agree upon any updates to the TMP that may be necessary for Phase 2. Article VII. Insurance Requirements Section 7.01 Responsibility for Damage. Airports Authority shall require its Contractor to be responsible for its work and every part thereof, and for all materials, tools, equipment, appliances, and property of any and all description used in connection therewith. Airports Authority shall require its Contractor to assume ail risk of direct and indirect damage or injury to the property or persons used or employed on or in connection with the work contracted for, and of all damage or injury to any person or property wherever located, resulting from any action, omission, commission, or operation under the contract. Section 7.02 Insurance. Airports Authority shall (itself or through the Contractor) during the continuance of all work under the contracts for the Project shall maintain the insurance called for by the Design-Build Contract, the form of which contract is included in the Phase 2 RFP and has been made available to Loudoun. Airports Authority shall consult with Loudoun before materially modifying any insurance requirement benefitting Loudoun. Section 7.03 Specific Insurance Requirements. a. No change, cancellation, or non-renewal shall be made in any insurance coverage without a 60-day written notice to Loudoun. Airports Authority or the Contractor shall furnish a new certificate to Airports Authority prior to any change or cancellation date. b. Contractual and other liability insurance provided under any contracts for this Project shall not contain a supervision, inspection, or engineering services exclusion that would preclude Loudoun from supervising and/or inspecting the project as to the end result. Airports Authority shall require its Contractor to assume all on-the-job responsibilities as to the control of persons directly employed by it and/or by the subcontractors. c. Nothing contained in the specifications shall be construed as creating any contractual relationship between the Contractor or any subcontractor and Loudoun. The Contractor shall be as fully responsible to Loudoun for the acts and omissions of the subcontractors and of 16

132 persons employed by subcontractors as it Contractor is for acts and omissions of person directly employed by it. d. If an "ACORD" Insurance Certificate form is used by the insurance agent(s) for the Project, Airports Authority shall endeavor to obtain the deletion of the words, "endeavor to" and "... but failure to mail such notice shall impose no obligation or liability of any kind upon the company" in the "Cancellation" paragraph of the form. e. Loudoun shall be entitled to be an Enrolled Party in the Owner-Controlled Insurance Program under the Phase 2 Design-Build Contract. Section 7.04 OSHA Compliance; Safety. Airports Authority shall require its Contractor and all subcontractors to comply with the Occupational Safety and Health Act of 1970, Public Law , as it may apply to this Project. Precaution shall be exercised at all times for the protection of persons (including employees) and property. Section 7.05 Pre-Completion Occupancy by Loudoun. When Loudoun finds it necessary to occupy or use a portion or portions of the land area on which the Project is constructed prior to substantial completion of the Project, such occupancy shall commence only after a mutual agreement between Loudoun and Airports Authority. In that event, the insurance company or companies providing the property insurance shall be request to provide an endorsement prior to the commencement of work. Consent of Airports Authority and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. Article VIII. Indemnification Section 8.01 General Indemnity. To the extent permitted by law, Airports Authority shall indemnify and hold harmless Loudoun, its officials, employees and agents from all liabilities, obligations, damages, penalties, claims, costs, charges, and expenses (including reasonable attorney's fees), of whatsoever kind and nature for injury, including personal injury or death of any person or persons (including without limitation employees of Loudoun), and for loss or damage to any property occurring in connection with or in any way arising out of the construction of the Project, including without limitation those liabilities, obligations, damages, penalties, claims, costs, charges, and expenses occurring in connection with or in any way arising from the use and occupancy of Loudounowned land for, and the performance of work associated with, the construction of the Project on Loudoun-owned land and/or any acts in connection with activities to be performed as part of the construction of the Project on Loudoun-owned land, to the extent the injury or property damage results in whole or in part from the acts, errors, or omissions of Airports Authority and/or the Contractor, or any employee, agent, or representative of Airports Authority and/or the Contractor. Section 8.02 Indemnity For Hazardous Materials. Airports Authority shall indemnify, defend, and hold harmless Loudoun, its agencies, directors, 17

133 officers, employees, and agents against any and all claims, liabilities, losses, demands, damages, penalties, costs, charges, remedial costs, environmental claims, fees, or other expenses (including reasonable attorneys fees) related to, arising from or attributable to any effluent or other hazardous waste, residue, contaminated soil, or other similar material discharged from, removed from, or introduced on, about, or under Loudoun-owned property as a result of activities in connection with the construction of the Project on Loudoun-owned land. Section 8.03 Procedures for Indemnity. If any action or proceeding is brought against Loudoun that is covered by the terms of the indemnification set forth in this Article VII, then upon written notice from Loudoun to Airports Authority, Airports Authority shall, at its expense, resist or defend such action or proceeding by counsel approved by Loudoun in writing, such approval not to be unreasonably withheld, but no approval of counsel shall be required where the cause of action is resisted or defended by counsel of any insurance carrier obligated to resist or defend the same. Section 8.04 Limitation. Airports Authority's obligations under this Article are limited: a. to the extent of insurance under Article VII of this Agreement, and b. for a claim or a loss that is not insured under Article VII of this Agreement, to funds of the Metropolitan Washington Airports Authority Dulles Corridor Enterprise Fund as defined above and/or revenues from the Dulles Toll Road. Article IX. Notices Unless otherwise expressly provided, in this Agreement, notices pursuant to this Agreement shall be in writing and delivered by independent commercial overnight courier or by facsimile transmission with a cover sheet and date and time stamp (provided an original is also sent by United States mail on the same or the following business day as the facsimile), addressed as follows: If to AIRPORTS AUTHORITY: President and CEO Metropolitan Washington Airports Authority 1 Aviation Circle Washington, D.C Fax: With a copy to: General Counsel Metropolitan Washington Airports Authority 1 Aviation Circle Washington, D.C Fax:

134 And an additional copy to: Project Chief Executive MWAA/ Dulles Corridor Metrorail Project 1593 Spring Hill Road, Suite 300 Vienna, Virginia Fax: If to LOUDOUN: Loudoun County Administrator 1 Harrison St. SE Mail Stop #02 Leesburg, VA Fax: With a copy to: Loudoun County Attorney 1 Harrison St. SE Mail Stop #06 Leesburg, VA Fax: Article X. Miscellaneous Provisions Section This Agreement shall be binding on the parties, their respective agencies, employees, agents, and any successors-in-interest. No other party, including without limitation WMATA or the Contractor, has any rights under this Agreement as a third-party beneficiary. Section This Agreement may not be assigned by either party unless the parties mutually agree to such an assignment in writing. Airports Authority may delegate its rights and responsibilities hereunder to the Contractor, without relieving Airports Authority of its obligations. Section This Agreement shall become effective upon its execution by the parties, and shall remain in effect as long as Airports Authority is the Project sponsor until WMATA accepts all Project Facilities in Loudoun County into the ARS; provided, however, that the provisions of Article VII and Article VIII of this Agreement shall survive any termination or cessation of this Agreement. Section This agreement may be altered, amended, or revoked only by an instrument in writing signed by each party hereto. No waiver of any term, covenant, or condition of this Agreement shall be valid unless in writing and signed by the parties. 19

135 Section Nothing in this Agreement limits the authority of Airports Authority, the Commonwealth, or Loudoun to exercise its regulatory and police powers granted by law, including but not limited to their powers of condemnation with respect to all or any part of Project. Section This Agreement is intended by the parties to be construed as whole and indivisible and its meaning is to be ascertained from the entire instrument. All parts of the Agreement are to be given effect with equal dignity, including but not limited to the recitals at the beginning of this Agreement, and all such parts, including the recitals, are to be given full force and effect in construing this Agreement. No provision of any recital shall be construed as being controlled by or having less force than any other part of this Agreement because the provision is set forth in a recital. Section This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same Agreement. Section This Agreement shall be governed by the laws of the Commonwealth of Virginia. Any and all litigation relating to this Agreement may be brought and/or maintained only in a Virginia court of competent jurisdiction. Section This Agreement is not intended to amend the Funding Agreement or MOA. Section Nothing in this Agreement is intended to establish any duty or obligation from Loudoun to any contractor of the Airports Authority or any right of claim by such contractor against Loudoun. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first provided above. Metropolitan Washington Airports Authority ame: John y f#7hr Title: frtajt*t Y& C&0 Date: %/l//3 20

136 County of Loudoun, Virginia Bv: At umr Print Name: Tfm Print Title: (s^4.*a^t IWS"K*J*T Akvu^CA>M^r*-4A Date: "^ H O 21

137 Attachment A [Attach letter re resolution of outstanding PE Design comments] 22

138 METROPOLITAN WASHINGTON AIRPORTS AUTHORITY April 29,2013 Mr. Tim Hemstreet Loudoun County Administrator County of Loudoun 1 Harrison Street, SE P.O. Box 7000 Leesburg, Virginia Subject: Dulles Corridor Metrorail Project - Phase 2 Loudoun County Comments on Preliminary Engineering Documents Letter No.: MWAA-P Reference: y Airports Authority Letter No. MWAA-P , dated August 28, 2012 Dear Mr. HKjfrfstreet: X Upon completion of the Preliminary Engineering (PE) documents dated November 2011 for Phase 2 of the Dulles Corridor Metrorail Project (Project), Loudoun County (County) staff reviewed the package and provided comments. The Metropolitan Washington Airports Authority (Airports Authority) initially responded to the County's comments via the above-referenced letter, dated August 28, Several of the Airports Authority's responses to the County's comments were questioned by the County, and further clarification was requested. The specific comments were the subject of a meeting attended by County and Airports Authority staff on February 8,2013. The comments and discussions are summarized as follows: General Comment # 1: As the project movesfrom30% through final design, Loudoun County will utilize appropriate process authority through special exception and other means, through the project design period to mitigate project impacts to the County. Issue Resolution: During the time that PE work was being performed, the Project received a letter dated March 23,2010 from the County which stated in part, "... unofficial discussions within the County indicate a legislative process granting special exception for the Dulles Corridor Metrorail Project will not be required in Loudoun County....An official determination has been requested from the County Zoning Administrator. The final decision is expected in several weeks." A copy of the above letter is enclosed, labeled as Attachment A to the Airports Authority's letter of August 28, At the February 8 meeting, County and Airports Authority staff agreed that although the Project has been proceeding on the basis that special exception approvals will not be required, an official confirmation by the County Zoning Administrator would eliminate uncertainty. This issue needs to be resolved as part of discussions on the planned Cooperative Agreement. Dulles Corridor Metrorail Project, 1593 Spring Hill Road, Suite 300, Vienna, VA MWAA/PMSS DOCUMENT P.riMTPn.

139 Mr. Tim Hemstreet Letter No. MWAA-P April 29, 2013 Page 2 General Comment #2: Aerial structures and substructure placement and design should accommodate future expansion of adjacent facilities in the County Comprehensive Plan and Countywide Transportation Plan (CTP). The Design-Build criteria should identify these facilities and the specific restrictions identified. Issue Resolution: The Airports Authority and its consultant did review and include relevant features of the County Comprehensive Plan and CTP features in preparing the PE documents. Airports Authority staff will continue to coordinate with the County in an effort to ensure that specific restrictions are identified and potential conflicts are resolved as design work progresses. The future roadway bridge connecting the Moorefield and Loudoun Station developments was discussed regarding the desirability of optimizing the bridge alignment to best serve the proposed developments in conjunction with considerations of the Virginia Department of Transportation and the Washington Metropolitan Area Transit Authority design criteria, construction sequencing, future maintenance access and easements. County and Airports Authority staff agreed to seek resolution of these technical issues on a continuing and cooperative basis as the County's design work proceeds. Vol. 1 Comment #4: Confirm track grade changes adjacent to County bridge structures do not adversely affect existing bridge foundations. Issue Resolution: Track grade changes adjacent to County bridge structures were assessed during PE for adequate horizontal and vertical clearances to avoid impacting existing structures. The Design-Build Contractor will be required to submit design documents including calculations for Airports Authority review at progressive intervals. All submittals received by the Airports Authority will be provided to Loudoun County for review and comment. Vol. 2 Comment #2: Identify existing zoning and setbacks/buffer areas for adjacent properties/parcels. Issue Resolution: During the design process, the Design-Build Contractor is required to comply with all zoning requirements including setback/buffer areas for adjacent properties. These requirements are part of property acquisition decisions which will be discussed and coordinated with the County. Vol. 2 Comment #3: Previous Loudoun County Comment: County staff previously requested additional information regarding potential stormwater hotspot locations. DRC response indicates that VPDES permits will be obtained by the design-builder at final engineering. This hot-spot issue is above and beyond the VPDES permit requirements and is a specific requirement found in the Loudoun County Facilities Standards Manual. Please refer to FSM5.320.E.4for additional requirements applicable to sites that propose storing, handling and/or dispensing petroleum products or hazardous substances. DRC response indicated that this comment had been partially closed. It is considered to still be open, and it is requested that additional information be provided to Loudoun County. Issue Resolution: Permits for stormwater management design and construction within the Project are issued by the Virginia Department of Conservation and Recreation (VDCR). As part of its normal review process, VDCR requires the most stringent of either State or County requirements to be implemented as part of the design, so this will be a requirement for the

140 Mr. Tim Hemstreet Letter No. MWAA-P April 29, 2013 Page 3 Design-Build Contractor to implement. Additional information will be provided to Loudoun County as design progresses. Vol. 2 Comments #4 through #16: These comments pertain to stormwater management analysis and design, includingfloodplaindata, outfall analysis, outfall protection, detention facilities, and best management practices, and were considered by the County to remain as open items. Issue Resolution: Similar to the discussion on Comment #3 above, these aspects of the stormwater management design will be implemented as part of the Design-Build Contractor's work in which the most stringent of multiple jurisdictional requirements will be incorporated and submitted for review by the Airports Authority and the County as work progresses. If there is necessity to deviate from the most stringent requirement, discussions with the County and VDCR will be undertaken. Vol. 2 Comments #21-22: These comments pertain to the need for the Project to submit final development plan applications and special exception applications to the County for both sides of the Rt. 772 station and the parking garages. Issue Resolution: Similar to the discussion on General Comment #1 above, the Project has been proceeding on the basis that special exception approvals are not required for the station facilities. With respect to special exceptions for the parking structures, an official determination by the County Zoning Administrator would eliminate uncertainty. Vol. 2 Comment #27: Confirm that a traffic signal warrant study will be performed, and if warranted, that a signal will be constructed by the rail project at the intersection of Route 772 and the eastbound Dulles Greenway ramp. Currently, there is a 4-way stop shown for this intersection; we believe a traffic signal will be needed at that intersection due to the increased traffic going to/from the Rt. 772 station. Issue Resolution; The Design-Build Contractor will perform a traffic signal warrant study for this intersection, and will use the County's traffic demand projections associated with the surrounding development. The Airports Authority will coordinate this effort with County staff. Vol. 3 Comment #7: At the Route 772 station, the plans don't show how the future transit connector bridge will be accommodated (approximate pier locations, limits of bridge, transition points to the at-grade roadway). Also pedestrian and bicycle facilities should be incorporated into the planning of this bridge per the County's Comprehensive Transportation Plan. Issue Resolution: It is our understanding that the County is undertaking a design study to assess the best alignment for this roadway bridge, as well as the best locations for bridge foundations and structures adjacent to the rail facilities. The Airports Authority welcomes the County's approach and the opportunity to work with County staff to ensure that design and construction of the bridge and rail facilities is fully coordinated. Vol. 3 Comments #11-12: These comments address stormwater management facilities, storm drain easements, and stormwater hotspot locations, and request additional information to be provided to the County.

141 Mr. Tim Hemstreet Letter No. MWAA-P April 29,2013 Page 4 Issue Resolution: Similar to the discussion on Vol. 2 Comment #3 above, these aspects of the stormwater management design will be implemented as part of the Design-Build Contractor's work in which the most stringent of multiple jurisdictional requirements will be incorporated and submitted for review by the Airports Authority and the County as work progresses. If there is necessity to deviate from the most stringent requirement, discussions with the County and VDCR will be undertaken. With regard to a number of additional County comments which were similar to those detailed above, there was general consensus at the February 8 meeting that the Preliminary Design documents will not be further revised but that the County's comments will be provided to the Design-Build Contractor and addressed as work proceeds beyond the Preliminary Design. We trust that the above summary will clarify the questions which may have remained regarding the Airports Authority's responses to the County's comments. Should you require additional information, please contact me at Sincerely, PAN/nh/bg Patrick A. Nowakowski, P.E. Executive Project Director Dulles Corridor Metrorail Project cc: C.S. Carnaggio N.Hsu K. Rohrer

142 Attachment B [Attach copy of MWAA Board Dulles Corridor Enterprise Fund establishing resolution] 23

143 METROPOLITAN WASHINGTON AIRPORTS AUTHORITY + RESOLUTION NO Finamd& Administration of the Dulles Toll Road and Dalles Corridor Metrorail Project WHEREAS. The Chairman and the President and Chief Executive Officer on December 29,2006 executed the Master Transfer Agreement Relating to the Dulles toll Rpad and the Dulles Corridor Metro^ Piojea as wem as the Dulles Toll Road Permit and Operating Agreement, consistent with the authorization to do so in Resolution No ; WHEREAS, topkmentatiott of these Agreements with the Virginia Department of Transportation win provide the Authority with control over the DuBes ToURc«id for f%yeare. making te portion of the costs of constructing the Metrorail extension ftom West Fall* Church to Route 772 in Loudoun County; WHEREAS, The principal source of ToB Road revenues, available as soon as the Authority assumes responsibfllryforthetonroad.wiubeficomto^.tobc set by Authority regulation at a level to generate funds sufficient to operate and maintain the Toll Road and other transportation Improvements in the Dulles Corridor and to support any debt service requirements necessary to construct the Dulles Corridor Metrorail Project; WHEREAS. The Authority has since June 2006 met twice a month as the Committee of the Whole to receive briefings on the progress of Dulles Corridor activities and to review the documents that must be executed in the Authority's name; 1 Aviation OKte, Washington, DC 2CWH.6000 wwwjnvwa.com ATTACHMENT B 24

144 WHEREAS, The Agreements reflect the Authority's determination to operate and maintain the Toll Road and construct the Metrorail extension with financing separate from all other activities conducted upon the Metropolitan Washington Airports properties; and WHEREAS, Accounting measures must be taken to assure that revenues and expenditures for the Toll Road and Metrorail project ate kept separate from airport revenues and expenditures, now. therefore, be it RESOLVED. That the President and Chief Executive Officer is authorized and directed to establish a fund to be known as the "Metropolitan Washington Airports Authority Dulles Corridor Enterprise Fund" in order to account for the performance of activities related to the operation and maintenance of the Dulles Toll Road, the construction of ihe Duttes Corridor Metrorail Project, and other transportation improvements in the Dulles Corridor; 2. That the Dulles Corridor Enterprise Fund shall be separate from all other funds of the Authority; 3. That the Dulles Corridor Enterprise Fund shall be used to account for the operation, maintenance and improvement of the Dulles Toll Road; the acquisition, construction and financing of the Dulles Corridor Metrorail Project: the assets transferred to the Authority relating to the Dulles Toll Road and the Dulles Cofridor Metrorail Project; die employment of consulting engineers, attorneys, accountants, construction and financial experts, superintendents, managers, and other employees and agents as may be necessary, as well as their compensation and benefits; the issuance of revenue bonds, notes or other financing instruments payable solely from thefees and revenues pledged for their payment, and the refunding of those bonds; any payments, appropriations, grants, gifts, loans, advances and other funds, properties and services as may be transferred or made available to the Authority by the United States or any other public or private entity or individual: and any and all other items related to the Dulles Toll Road or the Dulles Corridor Metrorail Project, as appropriate, necessary or convenient; 25

145 4. That, any payment for services, goods and employees as required under. the Permit and Operating Agreement and other agreements relating to the Dulles Toll Road and the Dulles Corridor Metrorail Project may be made only from the Dulles Corridor Enterprise Fund Revenues and, to the extent that such sendees, goods and employees axe paid from Authority funds other than the Dulles Corridor Enterprise Fund, the other funds shall be reimbursed for these payments from Dulles Corridor Enterprise Revenues, computed and based upon the actual direct or allocated cost incurred by the Authority for providing such services; 5. That the Authority will, from time to time, issue in its own name, in accordance with its own statutory authority and existing financing practices, Dulles Toll Road revenue bonds, notes and other financing Instruments, consistent with the Permit and Operating Agreement, through appropriate authorizing resolutions, payable solely from revenues derivedfrom tolls,fees and other charges on the Dulles Toll Road, from refunding bonds or as otherwise specified in a financing Instrument; 6- That in issuing such bonds and other forms of indebtedness, (public or private), the Authority will enter into suchfinancing documents, create suchllens, and make such covenants, pledges, transfers, hypothecations, and assignments as it may deem necessary or desirable (i) to fulfill its obligations under the Permit and Operating Agreement and (ii) to secure and provide for the payment of such bonds or other obligations, including the creation of reserves therefor; 7. That the sole source of fiinds for the Dulles Corridor Enterprise Fund shall be the revenues derivedfrom the use and operation of the Dulles Toll Road, proceeds from the sale of revenue bonds, grants, loans, and other funds as provided from tune to time by Resolution; 8. That expendituresfrom the Dulles Corridor Enterprise Fund shall be for costs related to the administration, management, operation, maintenance, and improvement of the Dulles Toll Road, and other transportation Unprovements in the Dulles Corridor; costs related to construction, maintenance and improvement of the Dulles Corridor Metrorail Project, including acquisition of land related to the same; establishment of reasonable reserves related thereto, payments of the principal of, interest and premium due upon, and other expenses related to the 26

146 issuance and servicing of bonds or other financial obligations relating to the Dulles toll Road and the Dulles Corridor Metrorail Project; costs and expenses of transit operations in the Dulles Corridor, and payment of surplus revenue to die Commonwealth of Virginia for allocation for transportation programs and projects within the Dulles Corridor, and shall be used only for the purposes and In the priorities set forth in the Permit and Operating Agreement: 9. That the President and Chief Executive Officer shall submit an annual budget for the Dulles Corridor Enterprise Fund concurrently with the current annual budget consistent with the Permit and Operating Agreement; 10. Thataorountingfc*theDu]ksComdorE to "Generally Accepted Accounting Principles'' of the Government Accounting Standards Board, and shall be reported by the calendar year; 11. and accounts of the Dulles Corridor Enterprise Fund shall be held separate and apart from all other funds and accounts of the Authority, and the revenues and expenses of the Dulles Toll Road and the Dulles Corridor Metrorail Project shall not be commingled with any other revenues or expenses of the Authority; 12. That all revenues of the Dulles Corridor Enterprise Fund shall be held in accounts with a financial institution under arrangements that, to the extent reasonably practicable, preclude such funds from being an asset subject to claims Of creditors of the Authority other than holders of bonds and other Dulles Corridor Enterprise Fund financial obligations and holders of claims otherwise related to the Dulles Toll Road or the Dulles Corridor Metrorail Project; 13, That recourse against the Dulles Corridor Enterprise Fund shall be Hrrdted exclusively to the Authority's interest in the Dulles Toll Road in accordance with the terms of the Permit and Operating Agreement, and there shall not be any recourse from any action arising Out of operation of the Dulles Toll Road or the Metrorail Project against the Authority's interest in any other facility, property, fund or account, including assets used In and revenues derived from the Authority's operation of the Airports; 27

147 14. That in addition to die indemnification provided under Resolution No , recourse may not be had for any claim against the Dulles Corridor Enterprise Fund against any member, officer, agent or employee, past, present or future, of the Authority, or any successor body, under any constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise; and 15. That the Dulles Corridor Enterprise Fund shall remain in existence until terminated by the Authority or by operation of law, at which time any and all assets of die Fund, immediately and without further action, shall be deemed to be and shall be assets of the Authority or such other enterprise as provided by the Authority, or shall otherwise be disbursed in a manna: not inconsistent with the Master Transfer Agreement and the Permit and Opmring Agreement Adopted June 6,

148 Attachment C [Attach copy of proffers described in Section 4.02] 24

149 PROFFER STATEMENT ZMAP , MOOREFIELD STATION (PP. 1 THROUGH 4 ONLY; HIGHLIGHTING ADDED)

150 PROFFER STATEMENT ZMAP November 30,2002 Table of Contents I, GENERAL 1 H. SITE DEDICATIONS 2 HI. CAPITAL FACILITY IMPROVEMENT CONTRIBUTIONS 3 IV. TRANSPORTATION 4 V. SCHOOLS AND EDUCATION 14 VI. PARKS AND RECREATION 15 VH. LIBRARY AND LITERACY 16 Vm. PUBLIC SAFETY 17 Page DC. AFFORDABLE HOUSING 18 X. MENTAL HEALTH/MENTAL RETARDATION 19 XI. ENVIRONMENTAL MATTERS 19 XE. PARKING 22 Xm. PHASING 22 XIV. DESIGN GUIDELINES 24 XV. MOOREFIELD STATION OWNERS ASSOCIATION, HOMEOWNER ASSOCIATION AND COMMERCIAL OWNERS ASSOCIATION 25 XVI. MISCELLANEOUS 26 XVH. DEFINITIONS 27 EXHIBIT A ROADWAY PHASING EXHIBIT B DESIGN GUIDELINES AND DEVELOPMENT STANDARDS

151 PROFFER STATEMENT ZMAP November 30, 2002 The Claude Moore Charitable Foundation ("CMCF") is the owner of parcels: 78-22,92-40,92-42,93-1 and 93-2 (collectively referred to as the "Property"). The Property is deemed to consist of approximately 597 acres, due to the previous dedication of acres for construction of Countvwide Transportation Plan, adopted July 23, 2001, ("CTP") roads. CMCF does hereby proffer that in the event the Property is rezoned to the Planned Development-Transit Related Center (PD-TRC) zoning category in general conformance with the uses and densities set forth in this rezoning application and the Concept Development Plan ("CDP"), the development of the Property shall be in conformity with the following conditions pursuant to Section of the 1950 Code of Virginia, as amended ("Va. Code"), and Section , et seq.. of the 1993 Zoning Ordinance, as amended, ("Z.O.") of Loudoun County, Virginia These proffered provisions and conditions are the only ones offered with this rezoning, and these proffers shall become effective only upon final approval of this rezoning request submitted by CMCF. I. GENERAL A. The Property shall be developed in substantial conformance with ZMAP (sheets 1 through 26 inclusive), prepared by Patton, Harris, Rust and Associates, P.C., dated November 27,2002 (the "drawings") attached hereto and incorporated herein, except those pages of the drawings marked "For Illustrative Purposes Only." However, CMCF shall have reasonable flexibility with respect to final design to accommodate engineering and structure siting. Sheets 15,16, and 17 are identified as the Conceptual Development Plan ("CDP"). The Property is divided into four precincts: Inner Core ("ICore"), Outer Core ("OCore"), Inner Transit Design Supportive Area ("ITDSA") and Outer Transit Design Supportive Area ("OTDSA"), as shown in the drawings. The amount and limitations of the uses shall be as set forth herein and approved by the Board of Supervisors ("the County") of Loudoun County, Virginia with the approval of ZMAP B. This application shall be considered as a unified project for review and approval (i.e.. all portions of this application and the CDP must be approved or the application will be deemed denied). CMCF enters into this Zoning Map Amendment, ZMAP , (including, but not limited to, the Proffers, CDP, etc.) as a unified project with the express understanding that nothing herein shall grant CMCF, or any successor in title of CMCF, the absolute right to approve, join in, or veto future applications to amend portions of ZMAP Amendments may include, but are not limited to, modifying any provision of the Z.O. as it relates to any portion of the Property ("ZMOD"), seek an amendment to any proffered condition Zoning Concept Plan Amendment ("ZCPA"), or seek a Special Exception ("SPEX.") for any portion of the Property.

152 H. SITE DEDICATIONS As supplemented further by category within this Proffer Statement and depicted generally in the drawings, CMCF shall dedicate, at no cost to the County, subject to easements for public utilities, trails, etc., the following: A. Transit Station Site, as identified on the drawings (cf Proffer IV. A.) B. Public Use Site, as identified on the drawings, for use as either a school site, recreation or other public use as determined by the County (cf Proffer V. A.) C. Recreation Center Site, as identified on the drawings in the OCore and ITDSA (cf Proffer VI. A.) D. Public Safety Site, as identified on the drawings in ITDSA. (cf Proffer VDI. A.) E. Commuter Parking Site, as identified on the drawings in the OCore (cf. Proffer IV. A.) 12.0± Acres 81.6± Acres 10.5± Acres 4.0± Acres 3.6± Acres F. Sheet 4 of the drawings shows the general location of the sites to be dedicated. Q. At no cost to the County, CMCF will bring public roads, water and sewer, underground telephone, electric, and broadband service and cable television to each dedicated site (as listed in Proffer II. A. through BL E.),. Additionally, each site will be rough graded to an average slope of <2% by CMCF, if (i) requested by the County at the Time of Dedication, and (ii) the County provides an approved rough grading plan. For all site dedications, which are to be dedicated upon die request of the County, CMCF shall, if not previously accomplished: (i) within two months of the date of each such request, submit a preliminary subdivision plan for the parcel to be dedicated to the County for review, and dien (ii) shall submit infrastructure plans and profiles to die County for review within two months of the County's approval of the preliminary subdivision plan for the parcel, and then (iii) shall submit the record subdivision plat to the County for review within two months of the County's first comments on the infrastructure plans and profiles, which record subdivision plat submission shall include the bonding package for die infrastructure needed to serve the site and die deeds of dedication necessary for conveyance of the site to the County, and then (iv) shall record die approved deed of dedication widiin ten working days of County's approval of therecordplat amongst the land records of die County. H. Regional Roads (per the CTP) right-of-way, including more than 5.4 acres previously dedicated for die Loudoun County Parkway. 32.2± Acres

153 I. Regional Trails and pedestrian and bicycle trail right-of-way, as identified in the CDP (cf Proffer VI. H.) 11,2± Acres m. CAPITAL FACILITY IMPROVEMENT CONTRIBUTION CMCF shall assist the County with die capital facility costs of the residential development in Moorefield Station. In addition to the conditions set forth in this Proffer Statement, CMCF will make the following contributions to the County: A. CMCF desires die public spaces in Moorefield Station to be of high quality design and so it will contribute, as a Capital Facility Improvement, funds for architectural design for improvements on such sites as follows: (i) Transit Station Site - $100, (ii) Public Site- $ 50, (iii) Public Use Safety Site - $ 50, (iv) Recreation Center Site - $ 50, Such funding shall be paid simultaneously with delivery of the deed of dedication, except for the Transit Station Site funding. Funding for Transit Station Site design shall be at the same drae as funding for the design of the pedestrian overpass (cf Proffer IV. F. (iv)). B. Additionally, CMCF will contribute funds to the County as Capital Facility Improvements, for use for improvements serving the Transit Station Site, including the Transit Connector Bridge, as identified on die CTP. Contributions are to be funded at the time of issuance of each residential zoning permit at the rate of $100 for each residential unit, for any portion of the Property, not identified as a site dedication (cf Proffer H). C. CMCF will contribute funds to the County for use for Capital Facility Improvements within Moorefield Station or the Ashbum Community, as defined in the Revised General Plan, adopted July 23, 2001, ("Plan") The contribution is to be funded at dietimeof issuance of each zoning permit at the rate of 200 per square foot, for each square foot of non-residential use for any portion of the Property not identified as a site dedication (cf Proffer II.). A minimum of twentyfive (25%) percent of such funds shall be used for mass transit related capital improvements, including, but not limited to, me Transit Connector Bridge or other improvements serving die Transit Station Site. At least twenty-five (25%) percent of such funds shall be used for park and recreation related capital improvements on the Public Use Site and/or the Recreation Center Site (cf Proffer EL).

154 IV. TRANSPORTATION A. CMCF will dedicate die Transit Station Site (12 acres), as shown on the drawings, to die County, as a Capital Facility Improvement CMCF will also dedicate die Commuter Parking Site (3.6 acres) to the County, as a Capital Facility Improvement. The Time of Dedication shall be when requested by die County after Bus or Rail Transit, whichever occurs first. B. CMCF, in order to assist with Capital Facility Transportation Improvements, will dedicate die right-of-way (within the Property and Parcel 92-44) and construct on right-of-way dedicated by CMCF or provided by odiers at no cost to CMCF, the following transportation improvements. Exhibit A, Roadway Phasing is included for a graphic presentation. Where an interpretation of die text versus die graphic is necessary, the text shall control. Parcel is not included as part of this ZMAP, but is currenfly owned by CMCF. CMCF shall be responsible for the acquisition of anyright-of-wayon Parcel for the construction of any of the improvements listed in diis Proffer Statement and needed on Parcel Right-of-way widm and the distance between face-of-curb to face-of-curb, "pavement section," as depicted on sheet 9 of the drawings are proffered. Lane width and configuration are only illustrative. Final lane width and configuration shall be made by die Virginia Department of Transportation ("VDOT"). When applications are made to VDOT, CMCF shall request that VDOT consider the traffic calming, bike accessibility, and the pedestrian oriented nature of the Property. In the event diat Loudoun County is not able to provide die necessary off-site right-of-way at no cost to CMCF, then CMCF shall contribute die estimated cost (using VDOT guidelines) of such off-site construction to the County, as Trustee, to be used solely to fund such road construction when die right-of-way becomes available. If others complete any such construction, prior to die time such construction would be required pursuant to this Proffer Statement, CMCF will (at the time it would have been obligated to construct) contribute to the County as a Capital Facility Transportation Improvement contribution, the actual cost of such construction. Any such Capital Facility Transportation Improvement contribution shall be used within the Ashbum Community, or for the Loudoun County Parkway. For the purpose of diis Section IV of this Proffer Statement, "prior to" may not be interpreted by die County to require CMCF to complete the public improvements earlier than the event identified in die Proffer Statement. (i) Prior to the issuance of the first residential zoning permit for any portion of the Property, not identified as a site dedication (cf Proffer H), CMCF shall have constructed or bonded for construction:

155 PROFFER STATEMENT ZMAP , LOUDOUN STATION (PP. 1 THROUGH 10 ONLY; HIGHLIGHTING ADDED)

156 PROFFER STATEMENT FOR LOUDOUN STATION TRANSIT ORIENTED DEVELOPMENT REZONING APPLICATION: ZMAP Submitted By: Comstock Loudoun Station, L.C.

157 Loudoun Station PROFFER STATEMENT ZMAP December 23,2002 Revised February 21,2003 Revised April 15,2003 Revised June 6, 2003 Revised July 18,2003 Revised August 19,2003 Revised September 5,2003 Revised September 25,2003 Revised October 10,2003 Revised October 17,2003 Revised October 24,2003 Revised November 3,2003 Comstock Loudoun Station, L.C, a Virginia limited liability company, as the record owner of LCTM (MCP1 # ) and LCTM 79-26A (MCPI# ), and Kin-Sing and Florence H. Au, the record owners of LCTM 79-((2))-l and 79-((2))-2, (MCP1 # and # ), (hereinafter referred to collectively as the "Applicant") hereby voluntarily proffer, pursuant to Section of die Code of Virginia (1950), as amended, and Section of die Revised 1993 Zoning Ordinance of Loudoun County, Virginia, as amended, diat in the event: (1) the above-referenced parcels (hereinafter referred to as the "Subject Property") are rezoned to the PD-TRC (Planned Development - Transit Related Center) Zoning District, as proposed in ZMAP and as shown on the ZMAP Concept Development Plan, (hereinafter referred to as the "CDP"), described in proffer I (A), below, and (2) Certain zoning modifications proposed in conjunction wirn ZMAP and attached hereto as Exhibit A, are approved, the development of the Subject Property will be in substantial conformity with die following terms and conditions. These proffers supersede and replace any and all existing proffers that pertain to the Subject Property. The Subject Property is adjacent to the Route 772 Transit Station Area ("TSA"), and will be developed as a vertically mixed, Transit Oriented Development ("TOD") as defined by the Revised General Plan and as embodied in the PD-TRC Zoning District, and subject to the attached CDP as prepared by Urban Engineering & Assoc, Inc.

158 I. CONCEPT DEVELOPMENT PLAN fcdpl A. CONFORMITY WITH CONCEPT DEVELOPMENT PLAN Development of the Subject Property shall be in substantial conformity with the CDP prepared by Urban Engineering & Assoc, Inc. entided "Rezoning for Loudoun Station A Transit Oriented Development, Loudoun County, Virginia Concept Development Plan for ZMAP # " dated March 2002, with revisions dirough October 24, Sheets 1 through 5, and 12 are proffered sheets. The other sheets are for illustrative purposes only but are descriptive of the project design program for Loudoun Station. The CDP has been developed in accordance witii the Revised 1993 Zoning Ordinance (the "Zoning Ordinance"). One or more Final Development Plan(s) ("FDP") will be provided for review and approval by the Planning Commission prior to the submission of a site plan application for any part or any phase of the Subject Property in accordance with Section of the Zoning Ordinance. The CDP specifies that die Subject Property shall not exceed 1,884,379 net square feet of non-residential floor area nor 1,514 residential dwelling units and will not exceed die limits of the Zoning Ordinance. Development will not exceed die densities portrayed in the Phasing Table as defined in Section I.E. of these proffers. The Subject Property contains portions of two of the three subareas allowed within the PD-TRC district, namely. Inner Core and Outer Core, as shown on die CDP, and shall not extend further north than Shellhom Road, which is the northern limit of this application. The limits of the Transit Supportive Area (one mile from the outer edge) are beyond the Shellhom Road northern limit. Thus, a request to modify the requirement that a designated Transit Supportive Area exist within die Loudoun Station PD-TRC has been submitted for review simultaneously with this application. B. LAND USES FOR CONCEPT DEVELOPMENT PLAN The Subject Property will be developed widi permitted PD-TRC Zoning District land uses. The CDP depicts the land use mix of office, hotel, theatre, retail, focal points, parks, civic, and open space, and residential uses. Theatre square footage shall be deemed retail use square footage in die determination of use densities pursuant to the Zoning Ordinance. In meeting the mixed use requirements of Section (A) and (C) of the Zoning Ordinance, hotel square footage will be counted as office use. Loudoun Station will have three phases of development as defined by the Revised General Plan and Section of the Zoning Ordinance, on the Subject Property; Phase 1 - prior to bus services, as defined by the Zoning Ordinance; Phase 2 - when bus services and facilities are planned, scheduled, designed and fully funded as defined by die Zoning Ordinance; and Phase 3 - when rail services and facilities are planned, scheduled, designed and fully funded as defined by the Zoning Ordinance. Phase 2 and Phase 3 of the development shall be based on availability of certain transit services to the Subject Property in accordance widi Section of the Zoning Ordinance. As required by Section (A) of die Zoning Ordinance, the Loudoun Station PD-TRC will provide 'Tarks,

159 Civic, and Open Space" areas in accordance with Sheet 3 of the CDP. Two focal points are shown on Sheet 2 of die CDP and the Applicant shall provide these focal points as stated elsewhere in these proffers. The general vicinity of a plaza accessible to the public is also shown on Sheet 2 of the CDP. The three phases of development are not based on sections of land area within die Subject Property but rather, shall refer to the amount of development permitted on the entire Subject Property at various times as described in die Proposed Loudoun Station Phasing Table shown on Sheet 3 of the CDP and based on the status of various transportation improvements, as required by die Zoning Ordinance and these proffers. Phase 1 shall mean the Subject Property may be developed with a non-residential FAR of 0.6 (applied to the portion of land area of the Subject Property designated for non-residential use) and up to 16 dwelling units per acre (applied to the portion of land area of the Subject Property designated for residential use). Phase 2 shall mean the Subject Property may be developed with a non-residential FAR of 1.0 (applied to the portion of land area of the Subject Property designated for non-residential use) and up to 32 dwelling units per acre (applied to the portion of land area of die Subject Property designated for residential use). Phase 3 shall mean the Subject Property may be developed widi a non-residential FAR of 2.0 (applied to die portion of land area of the Subject Property designated for non-residential use) and up to 50 dwelling units per acre (applied to die portion of land area of the Subject Property designated for residential use). Except as established by the Loudoun Station Phasing Table shown on Sheet 3 of the CDP, diere shall be no additional restrictions on the amount of overall development on the Subject Property within each Phase, provided the mix of uses and densities set forth in the Proposed Loudoun Station Phasing Table shown on Sheet 3 of the CDP and as required by the Zoning Ordinance is met prior to the first FDP being approved by the County for any additional development attributable to the next Phase. The Applicant shall not be required to fulfill proffers associated with any phase of development of the Subject Property unless the Applicant wishes to obtain zoning permits for densities associated witii those phases of development. Although bus and/or rail services may be planned, scheduled, designed, and fully funded, as defined in die Zoning Ordinance prior to die Applicant's request for zoning permits for Phase 2 (bus) and/or Phase 3 (rail) development, die Applicant shall not be required to fulfill proffers associated with tiiese phases unless die Applicant requests issuance of zoning permits associated with these phases. C. STRUCTURED PARKING The Applicant may initially develop die Subject Property with only grade-level (surface) parking in Phases 1 and 2, but will construct structured parking lots generally as shown on the CDP when needed to comply with applicable parking requirements. Structured parking shall be provided widi Phase 3 development if not provided in earlier phases. The Applicant, at its own discretion, may build structured parking during any phase of the development, or as an extension to (attached and integrated into) a multi-story building and may construct die structured parking garages in sections. The Applicant may, at the time of FDP review and approval, request that die County credit onstreet parking provided along Market Street and Center Street and along private roads and alleys

160 toward the overall parking requirement of the entire project. All required parking shall be provided on the Subject Property. D. RETAIL DEVELOPMENT No single-story freestanding retail building will be permitted on the Subject Property. However, when a multi-story building is planned to have different uses on different floors, the initial first floor, or the initial first and second floor, of such building may be constructed as free standing retail if the building is designed to accommodate the ultimate design of multiple floors. Each such building will have office or residential uses vertically integrated prior to the issuance of the first Zoning Permit in Phase 3. Prior to the issuance of the first Zoning Permit for each such freestanding retail building proposed for first floor, or first and second floor, retail uses, die County will review the initial freestanding building design and determine whether or not this design possesses die structured load-bearing capacity to accommodate additional floors. The minimum building height requirement of Section (B)(2) will be met for all phases of the development, unless modified at time of FDP review and approval. Issuance of the requested Zoning Permit for the freestanding retail building shall be dependent upon a favorable determination that die building design indeed possesses the structural load-bearing capacity to accommodate additional floors in conformance with this proffer. E. DEVELOPMENT PHASING/TRANSIT AVAILABILITY The Subject Property shall be developed in three phases as regulated by die "Proposed Loudoun Station Phasing Table" proffered as an element of the CDP, which states that the last two phases of the development are dependent upon die availability of an external bus (Phase 2) and rail transit (Phase 3) to the site according to die following transit-related conditions: 1. Phase 1: Phase I shall be that level of development, commencing wim approval of this rezoning application, which may be constructed prior to availability of bus service to die Subject Property, and shall not be dependent upon bus or rail transit availability. Roadways only will serve the Subject Property as approved, based on these proffers. 2. Phase 2s Phase 2 shall be that level of development, inclusive of Phase 1 development, that shall not commence until the bus services and facilities are planned, scheduled, designed and fully-funded as defined by the Zoning Ordinance for a publicly supported or operated bus service to the Subject Property. 3. Phase 3: Phase 3 shall be that level of development, inclusive of Phase 1 and Phase 2 development, that shall not commence until transit rail services and facilities are planned, scheduled, designed, and fully funded, as defined in the Zoning Ordinance, to provide rail service to the Route 772 Station area in the vicinity of die Subject Property. In Phase 3, full build-out of die Subject Property can be completed widi a maximum non-residential FAR limit of 2.0 (a maximum of 1,884,379 square feet) and a maximum residential density of 50 units per acre (a maximum of 1,519 residential units). The phasing of the Subject Property will be developed based on the provisions of FDP(s) and shall conform to die revised Zoning Ordinance and the "Proposed Loudoun Station Phasing Table" contained on Sheet 3 of the CDP.

161 F - PHASING OF ROAD IMPROVEMENTS Based upon the three phases of development, the Applicant will provide the following road improvements to service the Subject Property and provide for the dedication of any necessary onsiteright-of-way,and all related easements outside of die right-of-way, such as slope, maintenance, storm drainage and utility relocation easements, required for these phased road improvements: 1. Phase 1: Phase 1 of Loudoun Station shall permit development of non-residential uses and residential dwelling units based upon die Proposed Loudoun Station Phasing Plan on Sheet 3 of the CDP. Prior to the approval of the first record subdivision or site plan, whichever is first in time, (unless otherwise noted) for development of any Phase 1 uses on the Subject Property, the following Phase 1 road improvements shall either be constructed or bonded for construction. In the event such improvements have already been constructed by die County or others, a cash equivalent contribution in-lieu of construction will be made to the County at that time, unless oflierwise noted herein: a.shellhorn Road (Route 643) - Subject Property Frontage and west to Ryan Road: Shellhom Road shall be bonded or constructed to the ultimate divided four-lane section by die Applicant from the eastern edge of die Subject Property, west to Ryan Road (Route 772), portions of which have already been constructed. The on-site right-of-way required for this Shellhom Road improvement shall be dedicated upon request of die County if needed prior to construction of Shellhom Road improvements by the Applicant. In the event this ultimate divided four lane section of Shellhom Road or portions thereof have already been constructed by others prior to issuance of the first zoning permit for the Subject Property, then the obligation set forth in diis sub-paragraph to construct those already constructed portions of diis section of Shellhom Road shall be deemed to be fulfilled and the Applicant shall not be required to make a cash-in-lieu contribution for the already constructed portions of this section of Shellhom road; b. Shellhom Road (Route 643) - Right Turn Lane at Ryan Road: An exclusive southbound right turn lane on Shellhom Road at Ryan Road shall be bonded or constructed prior to die issuance of die zoning permit for the 400 th residential dwelling unit or the 250,000th square foot of non-residential floor area, whichever event occurs first, for the Subject Property, c. Shellhom Road (Route 643) - Off-site east to Loudoun County Parkway: If the ultimate divided four lane section of Shellhom Road between eastern edge of the Subject Property east to Loudoun County Parkway (Route 607) has not been bonded or constructed by others prior to zoning permit issuance for the 100 th residential dwelling unit or die 75,000 th square foot of non-residential floor area, whichever occurs first, then die Applicant, at that time, shall bond or construct any portions of this ultimate section of Shellhom Road subject to the development agreement described herein below. Portions of these improvements are current proffer obligations of other Shellhom Road landowners and such proffer obligations contain cash-in-lieu payment provisions in the event those proffer obligations are fulfilled by others. In the event this ultimate divided four lane section of Shellhom Road has been bonded or constructed by odiers prior to zoning permit issuance for the 100 th residential dwelling unit or die 75,000 th square foot of non-residential floor area, whichever occurs first, dien die obligation set forth in diis sub-paragraph shall be deemed to be fulfilled and die Applicant shall not be required to make a cash-in-lieu contribution for this improvement. If mis ultimate divided four-lane section of Shellhom

162 Road has not been constructed or bonded for construction by odiers prior to the submission of the first FDP for me Subject Property, then at the time of submission of the first FDP, the Applicant shall submit a development agreement to the County for review and approval whereby the Applicant agrees to construct this ultimate divided four lane section of Shellhom Road and the County agrees to reimburse the Applicant if and when such cash-inlieu payments are actually received by die County. d. Loudoun Station Boulevard: Proposed Loudoun Station Boulevard will be bonded or constructed along the western boundary of die Subject Property as a four-lane undivided public roadway from its intersection widi Shellhom Road to its intersection with Center Street, in substantial conformance widi Sheets 4 and 5 of the CDP prior to the issuance of the zoning permit for the 400 th residential dwelling unit or the 250,000th square foot of nonresidential development, whichever event occurs sooner, for the Subject Property. The onsite right-of-way required for this Loudoun Station Boulevard improvement shall be dedicated upon request of die County if needed prior to construction of Loudoun Station Boulevard improvements by the Applicant; e. Loudoun Station Boulevard: Proposed Loudoun Station Boulevard will be constructed along die eastern boundary of die Subject Property as a two-lane undivided public roadway from its intersection with Shellhom Road to its intersection widi Center Street, in substantial conformance with Sheets 4 and 5 of the CDP prior to the issuance of die zoning permit for the 400 th residential dwelling unit or the 250,000th square foot of non-residential development, whichever event occurs sooner, for die Subject Property. The on-site right-ofway required for this Loudoun Station Boulevard improvement shall be dedicated upon request of the County if needed prior to construction of Loudoun Station Boulevard improvements by the Applicant. 2. Phase 2: Phase 2 of Loudoun Station shall allow for development of nonresidential uses and residential dwelling units based on die Proposed Loudoun Station Phasing Table included on Sheet 3 of the CDP. Prior to the approval of the first record subdivision or site plan, whichever is first in time (unless otherwise noted), for development of any Phase 2 uses, the following Phase 2 improvements (in addition to all Phase 1 improvements) shall either be constructed or bonded for construction. In the event such improvements have already been constructed by the County or others, a cash equivalent contribution in-lieu of construction will be made to the County at diat time, unless omerwise noted herein: a. Construction of Bus Facilities: Prior to the issuance of the first zoning permit for Phase 2, the Applicant shall construct or fund a permanent bus station on-site (generally in the area shown as "Approximate Area of Dedication for Transit Purposes, Bus Station, and Kiss and Ride" on the CDP), in a location to be determined in consultation wim the Washington Metropolitan Area Transit Autiiority (WMATA), the County, and odier appropriate entities as identified by the County; The Applicant shall construct the permanent bus station based on designs approved by the County, WMATA, or other appropriate entities as identified by the County if the cost is projected to be $648, or less, and provide a cash contribution for die difference between the actual cost of construction and $648, In the event die above-referenced permanent bus station is projected to cost more than $648,000.00, the Applicant shall provide, a cash contribution to the County for the construction of the bus station and related facilities in the amount of $648,000 as escalated in accord with changes to die Consumer Price Index. The projected

163 cost of the permanent bus station shall be determined by use of the published WMATA capital cost estimate for comparable facilities as may be amended by the County in its discretion. Additionally, die Applicant shall seek permission from the Dulles Greenway to create direct bus slip ramps from the Dulles Greenway into and out of die Subject Property and, if granted, shall work with the Dulles Greenway, the County, the Commonwealth of Virginia, and/or WMATA toward die design and construction of these direct bus slip ramps. The Applicant may also, at its option and with the concurrence of die County, construct an interim temporary bus station facility on the Subject Property in order to facilitate bus service prior to the completion of die permanent bus station. b. Dedication of the "Approximate Area of Dedication for Transit Purposes, Bus Station, and Kiss & Ride": Approximately 2.5± acres will be dedicated for transit purposes, bus station, and Kiss & Ride as identified on and in substantial conformance to Sheet 4 of the CDP. The Kiss & Ride facility will be constructed by die Applicant based on designs approved by die County, WMATA or other appropriate entity as directed by die County, if requested by die County and if not previously constructed by otiiers, and will be dedicated to either die County or WMATA, or other such entity, as directed by the County, at die location shown on Sheet 4 of the CDP. Such Kiss and Ride shall be for the use by WMATA or other such entity, for bus and rail pick up and drop off to the rail station platform and bus station. It is understood that the Phase 3 rail station and platform improvements (station, pedestrian bridge, access facility, and related infrastructure) will be built by WMATA, or other entity. This 2.5 acre area shall be used for passenger bus station and rail station-related uses only, providing public access to and from the transit improvements, and shall not be used as maintenance and/or repair facilities, storage, or other non-public access purposes. The deed of dedication from the Applicant may reserve certain "air rights", as determined by the County, above the 2.5± acre dedication site diereby allowing for the Applicant to file and process a Zoning Concept Plan Amendment (ZCPA) so as to incorporate these "air rights" into the Loudoun Station PD-TRC; c. Private Roadways: Any private roadways, shown on the CDP or specifically proffered by the Applicant, that are required to support Phase 2 development, will be bonded or constructed prior to the issuance of a zoning permit for the 750 th residential dwelling unit or the 6S0,000th square foot of non-residential development, whichever event occurs sooner, for the Subject Property. Private roadways will have public access easements over such private roadways prior to approval of any record plat or site plan, containing such private roads; d. Ryan Road (Route 772): Ryan Road will be widened to six lanes, portions of which are already in place, under design by otiiers, or under construction, from the intersection of Shellhom Road (Route 643) to the beginning of die bridge over die Dulles Greenway (Route 267). The Applicant will only be required to complete the balance of improvements necessary to provide a six-lane configuration prior to the issuance of die zoning permit for the 750 residential dwelling unit or die 650,000th square foot of non-residential development, whichever event occurs sooner, for the Subject Property. This improvement shall not include work on the bridge itself; e. Loudoun Station Boulevard (west side)'. Proposed Loudoun Station Boulevard will be constructed, along die western boundary of die Subject Property, from its intersection widi Center Street as a four-lane undivided public roadway to die intersection of Meadowgate Drive, in substantial conformance with Sheets 4 and 5 of the CDP prior to the issuance of

164 the 750 th residential dwelling unit or die 650,000tii square foot of non-residential development, whichever event occurs sooner, for the Subject Property.; f. Loudoun Station Boulevard (east side): Proposed Loudoun Station Boulevard will be constructed, along the eastern boundary of die Subject Property, from its intersection with Center Street as a two-lane undivided public roadway to die intersection widi Devin Shafron Drive, in substantial conformance with Sheets 4 and 5 of the CDP prior to the issuance of the 750 th residential dwelling unit or die 650,000th square foot of nonresidential development, whichever event occurs sooner, for the Subject Property. Concurrent with the construction of this improvement, the Applicant shall extend Devin Shafron Drive, as a two-lane, undivided road section, from its current terminus to Loudoun Station Boulevard. Phase 3: Phase 3 shall allow for the development of non-residential uses and residential dwelling units on die Subject Property based on the "Proposed Loudoun Station Phasing Table" shown on Sheet 3 of the CDP. Prior to approval of the first record subdivision or site plan, whichever is first in time (unless otherwise noted), for development of any Phase 3 uses, die following Phase 3 improvements (in addition to all Phase 1 and 2 improvements) shall be constructed or bonded for construction. In the event such improvements have already been constructed by die County or others, a cash equivalent reimbursement in-iieu of construction will be made to die County at diat time, unless otherwise noted herein: a. Loudoun Station Boulevard (balance): Proposed Loudoun Station Boulevard will be bonded or constructed, from Meadowgate Drive to Devin Shafron Drive, in substantial conformance with Sheets 4 and 5 of die CDP. The on-site right-of-way required for this Loudoun Station Boulevard improvement shall be dedicated upon die request of the County if needed prior to construction of diis portion of Loudoun Station Boulevard by die Applicant b. Shellhorn Road (Route 643): A second left turn lane on eastbound Shellhom Road at Loudoun County Parkway prior to the issuance of die first Zoning Permit for development in Phase 3; c. Shellhorn Road (Route 643): A free flow right turn lane on eastbound Shellhom Road at Loudoun County Parkway prior to the issuance of die first Zoning Permit for development in Phase 3; d. Loudoun County Parkway: A second left turn lane on northbound Loudoun County Parkway at Shellhom Road prior to die issuance of the first Zoning Permit for development in Phase 3; 3 f. Commuter Parking Parcel: According to the proffers for the Ryan Park Center rezoning application (ZMAP , ZCPA ), Ryan Park Center proffered a Parking Lot Reservation Area encumbering approximately three acres within Land Bay C of Ryan Park Center (hereinafter, the "Ryan Park Parking Lot Reservation Area"). Within 4 weeks of the approval of ZMAP , the Applicant shall submit to the owner of die Ryan Park Parking Lot Reservation Area a bona fide (cash fair market value) offer to purchase the Ryan Park Parking Lot Reservation Area, together with any necessary off-site stormwater management easements that may be required for development of parking facilities on the Ryan Park Parking Lot Reservation Area, for dedication to die County for

165 the construction of a parking facility by the County, WMATA, or other entity designated by die County. If die Ryan Park Parking Lot Reservation Area cannot be obtained eidier; i) voluntarily through donation or proffer to the County, or ii) through purchase at fair market value by die Applicant, the Applicant shall request that the County acquire the Ryan Park Parking Lot Reservation Area by appropriate eminent domain proceedings by the County, with all costs associated with die eminent domain proceedings to be borne by the Applicant, including but not limited to, land acquisition costs in accordance with procedures established by die Loudoun County Attorney's Office. The initiation of such eminent domain proceedings is solely within die discretion of the County. Should Loudoun County refuse or fail to adopt a resolution authorizing its power of eminent domain to be used, so as to allow for acquisition of die Ryan Park Parking Lot Reservation Area, within two (2) years of receipt of a written request from die Applicant to do so, die Applicant shall be relieved of its obligations to purchase die Ryan Park Parking Lot Reservation Area and its obligation to pay the costs associated widi the eminent domain process. In the event the Applicant is successful in acquiring die Ryan Park Parking Lot Reservation Area, together with any necessary construction-related and/or off-site stormwater management easements that may be required for development of parking facilities on the Ryan Park Parking Lot Reservation Area, the Applicant shall thereafter dedicate die Ryan Park Parking Lot Reservation Area and die referenced offsite stormwater management easements to the County, as provided below. Prior to dedication of die Ryan Park Parking Lot Reservation Area, the Applicant, at its option, may seek to rezone the Ryan Park Parking Lot Reservation Area to the PD- TRC Zoning District and incorporate die Ryan Park Parking Lot Reservation Area within die Loudoun Station PD-TRC. Residential and/or non-residential density credit for the newly rezoned PD-TRC Ryan Park Parking Lot Reservation Area shall be available for use within die Loudoun Station PD-TRC in die context of a Zoning Concept Plan Amendment to Loudoun Station PD-TRC rezoning, which may be concurrently processed with die rezoning of the Ryan Park Parking Lot Reservation Area. In the event die Applicant does not submit a Zoning Map Amendment application to die County in order to rezone the Ryan Park Parking Lot Reservation Area to the PD-TRC Zoning District within direc (3) months after acquiring title, die Applicant shall, at that time, dedicate die Ryan Park Parking Lot Reservation Area and die referenced off-site stormwater management easements to the County. In die event die Applicant does submit a Zoning Map Amendment application to rezone the Ryan Park Parking Lot Reservation Area to die PD-TRC Zoning District within three (3) months after acquiring title, die Applicant shall immediately dedicate the Ryan Park Parking Lot Reservation Area and the referenced off-ske stormwater management easements to me County widiin thirty (30) days following action by the Board of Supervisors on die rezoning application. If, during die pendency of die Zoning Map Amendment application, die County requests to use die Ryan Park Parking Lot Reservation Area for commuter parking purposes, die Applicant shall grant the County a license to do so until die time of dedication. I. Transit Commuter Bridge Contribution: The Applicant shall pay the County $230,000.00, in 2003 dollars, escalated in accordance with the Consumer Price Index ("CPr"). This contribution shall be used toward the construction of die planned Transit Connector Road Bridge over die Dulles Greenway. This contribution shall be paid to the County, or its designee, prior to the issuance of die first Zoning Permit for any building in Phase 3.

166 The Applicant will provide the County staff with written documentation for tracking of die total square footages of non-residential uses of die project and the total number of dwelling units approved on each Final Development Plan. The goal of this tracking system is to insure conformance with die proffered Phasing Table included on Sheet 3 of the CDP. II. TRANSPORTATION PROFFERS A. INTERNAL ROAD NETWORK Except for Loudoun Station Boulevard, as shown on Sheets 4 and 5 of the CDP diat shall be a public road, all roads and drive aisles within the Subject Property shall be private (widi public access easements provided over each roadway subject to approval of die request to modify Section (C) and (D)) and all such private roads shall not be subject to regulation or maintenance by VDOT. Center and Market Streets shall be developed in accord widi Sheet 5 of the CDP. B. PROFFERED SIGNALIZATION The Applicant shall install intersection signalization at such time as warranted by Virginia Department of Transportation ("VDOT") criteria, i.e., the Manual on Uniform Traffic Control Devices, at the intersections of: 1. Shellhom Road and Loudoun Station Boulevard (western intersection); 2. Shellhom Road and Loudoun Station Boulevard (eastern intersection); 3. Shellhom Road and Devin Shafron Drive; and 4. The three intersections between public and private streets within Loudoun Station, as shown on Sheet 4 of die CDP. These three intersections are: Center Street (east) and Loudoun Station Boulevard (east). Center Street (west) and Loudoun Station Boulevard (west), and Market Street and Shellhom Road. If any of diose signals referenced herein, are not warranted by VDOT prior to the issuance of the first Occupancy Permit for any new buildings constructed within Phase 3, the Applicant will provide at that time, to die County, a cash equivalent contribution for any signals not yet warranted, in lieu of installation, of $150, per signal, as escalated in accordance with the CPI from a base year of C INTERPARCEL ACCESS The Applicant will provide a means for allowing for vehicular interparcel access to and through the Subject Property, in die form of a connection to Devin Shafron Drive to the east via Loudoun Station Boulevard to Center Street and Meadow Gate Drive to the west via a series of public streets and private streets with public access easements. Inclusive of a roundabout (focal point), as shown on Sheet 4 of CDP. This Interparcel access, inclusive of Market Street construction from Shellhom Road to Center Street and Center Street construction from Devin Shafron Drive to Meadow Gate Drive, to and through the Subject Property shall be constructed and available to vehicular traffic 10

167 Attachment D [Attach copy of standard right of entry form] 25

168 RIGHT OF ENTRY AGREEMENT Date: Project: Grantee: Grantor: Dulles Corridor Metrorail Project Metropolitan Washington Airports Authority Loudoun County Board of Supervisors Property: Loudoun County PIN # The Loudoun County Board of Supervisors (Grantor), does hereby grant to the Metropolitan Washington Airports Authority (Grantee) and its contractors, subcontractors, agents and assigns, permission to enter upon the Property (as listed above and subject to any exceptions as contained herein) for the purpose of constructing the Dulles Corridor Metrorail Project within the areas shown on the plans attached as Exhibit A (Project); provided, however, that upon completion of the Project, Grantee shall promptly and at its own expense restore to its original condition, as nearly as possible, any portion of the Property which does not include permanent Project improvements, including but not limited to portions of the Property used for staging, storage or access. Such restoration shall include the backfilling of trenches, replacement of roadway improvements (including pavement and curbing), the replacement of fences and landscaping, the reseeding or resodding of grassy areas, and the replacement of structures or other facilities located on the Property. To the extent permitted by law the Grantee shall indemnify, defend and hold harmless The Loudoun County Board of Supervisors, its officers, directors, employees, agents, successors and assigns, from and against any and all claims and expenses (including reasonable attorneys' fees) and disbursements for claims by any third party for property damage or personal injury arising from negligence or willful misconduct of the Grantee or its contractors, subcontractors, agents and assigns in connection with its use of the Property. Grantee's liability is limited as provided in Section 8.04 of the Cooperative Agreement between Grantor and Grantee dated July, This Right of Entry applies to all parcels listed under the heading "Property" in the caption of this document, with the following exceptions: [Insert any excepted areas]. On these excepted areas, Grantee shall coordinate its construction activity with the other activities on the Property authorized by the Grantor and accommodate such activities in a manner mutually agreeable to the Grantor and Grantee. This Right of Entry shall be valid until the Project is complete; provided that the Grantor may revoke the Right of Entry at any time for good cause. Prior to revocation, the Grantor shall provide Grantee with written notice and a reasonable opportunity to cure. i

169 Grantor reserves all rights, title and interest in and to the Property not inconsistent with this Right of Entry. LOUDOUN COUNTY BOARD OF SUPERVISORS By: Title: METROPOLITAN WASHINGTON AIRPORTS AUTHORITY By: Title: COMMONWEALTH OF VIRGINIA COUNTY OF LOUDOUN, to wit: I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that on behalf of the Loudoun County Board of Supervisors, whose name is signed to the foregoing Right of Entry Agreement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. Given under my hand and seal this day of, 201. My commission expires: Notary Public COMMONWEALTH OF VIRGINIA COUNTY OF to wit: I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that on behalf of the Metropolitan Airports Authority, whose name is signed to the foregoing Right of Entry Agreement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. Given under my hand and seal this day of, 201. My commission expires: Notary Public

170 DULLES CORRIDOR METRORAIL PROJECT FOR ORIGINATOR COMPLETION: DATE: SUBJECT: AUGUST 12,2013 Phase 2 Cooperative Agreement between MWAA and the County of Loudon, Virginia ELECTRONIC DOCUMENT CONTROL OUTGOING MAIL DISTRIBUTION SHEET EDC DATE STAMP: AUG DC TECH: Doc TYPE NO: WBS: FILE INDEX: ORIGINATOR ADDRESS: ORIGINATOR & PHONE: COOPERATIVE AGREEMENT MWAA / PMSS 1593 SPRING HILL ROAD, SUITE 300 VIENNA, VA CREHAN MWAA/PMSS DOCUM NL ONTROL SPECIAL INSTRUCTIONS FROM ORIGINATOR: TOTAL PAGES SENT To RECIPIENTS (INCLUDING THIS SHEET): CONFIDENTIAL? OVERSIZED? (MORETHAN11"X17") TO FILE M. CREHAN NAME(S) RECIPIENT DEPARTMENT/ COMPANY DISTRIBUTION: DISTRIBUTION DETAILS (FAX #, ADDRESS, BUILDING LOCATION ETC) MWAA _I < z o cc O X > CL o > LU X CO lu a. O O u. o : J* " ^^wli i. SEND,VIA:-- Xi :m of > z a. 1 Q =) ','s o o o 3 O z- cc o *d as, CM o s 1 fx a. D X 'St.. 'Jt M i m -A. :i a. u s. 0 Ui E- ORIGINATOR SIGN: DELIVERY / SHIPPING ADDRE ss OUTSIDE OF PMSS: APPROVED BY; APPROVED BY: SPECIAL HANDLING AND/OR REMARKS: PHASE 1 PHASE 2 FORM REV DATE: SEPTEMBERS, 2010

171 Execution Version UNITED STATES DEPARTMENT OF TRANSPORTATION TIFIA LOAN AGREEMENT For Up to $195,072,507 With ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY And LOUDOUN COUNTY, VIRGINIA For the DULLES CORRIDOR METRORAIL PROJECT (TIFIA A) Dated as of December 9, WASSR01A - MSW ATTACHMENT 3

172 TABLE OF CONTENTS Page SECTION 1. Definitions... 2 SECTION 2. Interpretation...20 SECTION 3. TIFIA Loan Amount...21 SECTION 4. Disbursement Conditions...21 SECTION 5. Term...22 SECTION 6. Interest Rate...22 SECTION 7. Outstanding TIFIA Loan Balance and Revisions to Exhibit G and the Loan Amortization Schedule...23 SECTION 8. Security and Priority; Flow of Funds SECTION 9. Payment of Principal and Interest...24 SECTION 10. Prepayment...27 SECTION 11. [Reserved]...28 SECTION 12. Compliance with Laws...28 SECTION 13. Conditions Precedent...28 SECTION 14. Representations and Warranties of Borrower...34 SECTION 14A. Representations and Warranties of Loudoun County...37 SECTION 15. Representations and Warranties of TIFIA Lender...41 SECTION 16. Affirmative Covenants...42 SECTION 17. Negative Covenants...46 SECTION 18. [Reserved]...49 SECTION 19. Sale of TIFIA Loan...49 SECTION 20. Events of Default and Remedies...49 SECTION 21. Accounting and Audit Procedures; Inspections; Reports and Records...52 SECTION 22. Financial Plan, Statements, and Reports...53 SECTION 23. Oversight and Monitoring...56 SECTION 24. No Personal Recourse...56 SECTION 25. No Third Party Rights...56 SECTION 26. Borrower s Authorized Representative...57 SECTION 27. TIFIA Lender s Authorized Representative...57 SECTION 28. Servicer...57 SECTION 29. Fees and Expenses SECTION 30. Amendments and Waivers...59 SECTION 31. Governing Law...59 SECTION 32. Severability...59 SECTION 33. Successors and Assigns...59 SECTION 34. Remedies Not Exclusive...59 SECTION 35. Delay or Omission Not Waiver...59 SECTION 36. Counterparts...59 SECTION 37. Notices; Payment Instructions...60 SECTION 38. Effectiveness...61 SECTION 39. Termination...61 SECTION 40. Integration WASSR01A - MSW i

173 SECTION 41. Non-Appropriations...61 SECTION 42. Federal Funding...61 SECTION 43. Information Provided by Third Parties WASSR01A - MSW ii

174 SCHEDULE I Project Budget SCHEDULE 14(f) Litigation (Borrower) SCHEDULE 14A(f) Litigation (Loudoun County) EXHIBIT A Form of TIFIA Bond EXHIBIT B Anticipated TIFIA Loan Disbursement Schedule EXHIBIT C Non-Debarment Certification EXHIBIT D Requisition Procedures EXHIBIT E [Not Used] EXHIBIT F Phase 2 Funding Procedure EXHIBIT G TIFIA Debt Service EXHIBIT H-1 Form of Opinion of Counsel to Borrower EXHIBIT H-2 Form of Opinion of Bond Counsel EXHIBIT H-3 Form of Opinion of Counsel to Loudoun County EXHIBIT I Section 502 of the Trust Agreement EXHIBIT J Form of Certificate of Trustee WASSR01A - MSW iii

175 TIFIA LOAN AGREEMENT THIS TIFIA LOAN AGREEMENT (this Agreement ), dated as of December 9, 2014, by and among ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY, a political subdivision of the Commonwealth of Virginia (the State ), with an address of P.O. Box 7, Leesburg, VA (the Borrower ), LOUDOUN COUNTY, VIRGINIA, a political subdivision of the State, with an address of 1 Harrison Street S.E., Leesburg, VA ( Loudoun County ), and the UNITED STATES DEPARTMENT OF TRANSPORTATION, an agency of the United States of America, acting by and through the Federal Highway Administrator (the Administrator ), with an address of 1200 New Jersey Avenue, S.E., Washington, DC (the TIFIA Lender ). RECITALS: WHEREAS, the Congress of the United States of America (the Congress ) has found that a well-developed system of transportation infrastructure is critical to the economic wellbeing, health and welfare of the people of the United States and, in furtherance thereof, has enacted the Transportation Infrastructure Finance and Innovation Act of 1998 ( TIFIA ), 1501 et seq. of Public Law (as amended by Public Law , Public Law and Public Law ) (the Act ), as codified as 23 U.S.C. 601, et seq.; and WHEREAS, Section 603 of the Act authorizes the TIFIA Lender to enter into agreements with one or more obligors to make secured loans; and WHEREAS, the Borrower, at the direction of Loudoun County, has requested that the TIFIA Lender make a secured loan to the Borrower, pursuant to the Act, in a principal amount not to exceed $195,072,507 (excluding capitalized interest) (the TIFIA Loan ), to be used to pay a portion of the Eligible Project Costs (as defined herein) related to Phase 2 (as defined herein) pursuant to Loudoun County s application, on behalf of the Borrower, for TIFIA credit assistance dated March 28, 2014 (the Application ); and WHEREAS, on April 30, 2014, the Secretary (as defined herein) approved TIFIA credit assistance to the Borrower for the Project (as defined herein) in the form of a direct loan in an aggregate principal amount not to exceed $195,072,507; and WHEREAS, the TIFIA Lender is prepared to extend credit upon the terms and conditions hereof; and WHEREAS, the Borrower agrees to repay any amount due pursuant to this Agreement and the TIFIA Bond (as defined herein) in accordance with the terms and provisions hereof and thereof; and WHEREAS, the TIFIA Lender has entered into this Agreement in reliance upon, among other things, the Base Case Projections (as defined herein) delivered by Loudoun County; and WHEREAS, on August 20, 2014, the TIFIA Lender extended credit to MWAA (as defined herein) to support contributions to be made by MWAA towards Total Project Costs (as WASSR01A - MSW

176 defined herein) for Phase 2, subject entirely to the terms and conditions of the MWAA TIFIA Loan Agreement (as defined herein); and WHEREAS, it is contemplated that the TIFIA Lender will extend credit to Fairfax County EDA (as defined herein) to support contributions to be made by Fairfax County (as defined herein) towards Eligible Project Costs incurred for Phase 2, subject entirely to the terms and conditions of the Fairfax County TIFIA Loan Agreement (as defined herein). NOW, THEREFORE, the premises being as stated above, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged to be adequate, and intending to be legally bound hereby, it is hereby mutually agreed by and among the Borrower, Loudoun County and the TIFIA Lender as follows: SECTION 1. Definitions. Unless the context otherwise requires, capitalized terms used in this Agreement shall have the meanings set forth below in this Section 1 or as otherwise defined in this Agreement. Any term used in this Agreement that is defined by reference to any other agreement shall continue to have the meaning specified in such agreement on the Effective Date, whether or not such agreement remains in effect Funding Agreement means that certain Agreement to Fund the Capital Cost of Construction of Metrorail in the Dulles Corridor, dated as of July 19, 2007, among MWAA, Fairfax County and Loudoun County MOA means that certain Memorandum of Agreement, executed in December 2011, among MWAA, the United States Department of Transportation, the State, Fairfax County, Loudoun County and WMATA. Acceptable Credit Rating means, with respect to any Person, the rating of its unsecured, senior long-term indebtedness (or, if such Person has no such rating, then its issuer rating or corporate credit rating) is no lower than (a) at the time such Person executes, delivers or issues a Qualified Credit Facility, A+, A1 or the equivalent rating from any Nationally Recognized Rating Agency, and (b) at any time thereafter, A, A2 or the equivalent rating from any Nationally Recognized Rating Agency. Act means the Act as defined in the recitals hereto. In addition, the Act includes those sections of law which are codified in Title 23, United States Code. Additional Appropriated Funds means general revenues or other funds of Loudoun County that are budgeted, appropriated and made available by Loudoun County to the Borrower pursuant to Sections 401 and 402 of the District Contract for the purpose of providing for the payment of amounts required to be paid by the Borrower under the Trust Agreement or this Agreement. Additional Trust Agreement Obligations means any Bonds that (a) are issued or incurred, as applicable, after the Effective Date, (b) satisfy the applicable requirements of the Trust Agreement, including any applicable requirements for the issuance of such additional Bonds set forth in Section 209, 210, 213 or 214, as appropriate, of the Trust Agreement, and (c) satisfy the following additional requirements: WASSR01A - MSW 2

177 (i) such additional Trust Agreement Obligations are (A) Refunding Obligations or (B) the proceeds of such additional Trust Agreement Obligations are used exclusively to complete Phase 2, so long as, in the case of clause (B), Loudoun County certifies to the TIFIA Lender that the additional investment is necessary and that the proceeds, together with other funds available to complete Phase 2, are expected to be sufficient for Loudoun County to fund the Required Percentage of the total funds required to complete Phase 2; (ii) such Trust Agreement Obligations are in parity with the TIFIA Loan in right of payment and in right of security; (iii) no event of default under the Trust Agreement or Event of Default under this Agreement has occurred and is continuing; (iv) no Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, will occur as a result of the issuance or incurrence of such Trust Agreement Obligations; and (v) the Borrower has delivered to the TIFIA Lender written confirmation from each Nationally Recognized Rating Agency that has then provided the most recent ratings of the Trust Agreement Obligations and the TIFIA Loan, including in accordance with Section 16(g), that the issuance or incurrence, as applicable, of such additional Trust Agreement Obligations will not cause the then-existing credit rating of the TIFIA Loan and any other Trust Agreement Obligations outstanding immediately prior to such issuance or incurrence, as applicable, to be lowered or withdrawn after such issuance or incurrence, as applicable; provided, however, that Additional Trust Agreement Obligations shall not include Bonds the proceeds of which are used to pay one hundred percent (100%) of the Outstanding TIFIA Loan Balance and any accrued interest thereon in full. Administrator has the meaning provided in the preamble hereto. Agreement has the meaning provided in the preamble hereto. Anticipated TIFIA Loan Disbursement Schedule means the schedule set forth as Exhibit B to this Agreement, reflecting the anticipated disbursement of proceeds of the TIFIA Loan, as such schedule may be amended from time to time pursuant to Section 4(d). Application has the meaning provided in the recitals hereto. Appropriated Special Tax Revenues means Special Tax Revenues that are appropriated and made available by Loudoun County to the Borrower for the purpose of providing for the payment of amounts required to be paid by the Borrower under the Trust Agreement or this Agreement. Authority Act means the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended. Authority Liabilities has the meaning provided in the Trust Agreement WASSR01A - MSW 3

178 Available Revenues means (a) any Appropriated Special Tax Revenues, (b) any Additional Appropriated Funds and (c) all income derived from Permitted Investments. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended, and the regulations promulgated thereunder. Bankruptcy Related Event means, with respect to any Borrower Related Party, (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of such Borrower Related Party or any of its debts, or of a substantial part of the assets thereof, under any Insolvency Laws, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for such Borrower Related Party or for a substantial part of the assets thereof and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; (b) such Borrower Related Party shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official therefor or for a substantial part of the assets thereof, (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, (iii) solely with respect to the Borrower, fail to make two (2) consecutive payments of TIFIA Debt Service required to have been paid pursuant to the provisions of Section 9, (iv) make a general assignment for the benefit of creditors, (v) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, (vi) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, (vii) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (vi), inclusive, of this clause (b), or (viii) take any action for the purpose of effecting any of the foregoing; (c) solely with respect to the Borrower, (i) the Trustee shall commence a process pursuant to which all or a substantial part of the Trust Estate may be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of the Liens thereon securing the Trust Agreement Obligations, or (ii) the Trustee shall commence a process pursuant to which all or a substantial part of the Trust Estate may be sold or otherwise disposed of pursuant to a sale or disposition of such Trust Estate in lieu of foreclosure; or (d) solely with respect to the Borrower, the Trustee shall transfer, pursuant to directions issued by the Bondholders, funds on deposit in any of the Project Accounts upon the occurrence and during the continuation of an Event of Default under the Trust Agreement for application to the prepayment or repayment of any principal amount of the Trust Agreement Obligations other than in accordance with the provisions of the Trust Agreement. Base Case Financial Model means a financial model prepared by Loudoun County forecasting (a) Special Tax Revenues, (b) Additional Appropriated Funds and (c) the Required Percentage of expenditures for Phase 2, in each case, for time periods through the final maturity of the TIFIA Loan and based upon assumptions and methodologies provided by Loudoun County and acceptable to the TIFIA Lender, and which shall be provided to the TIFIA Lender as a fully functional Microsoft Excel-based financial model WASSR01A - MSW 4

179 Base Case Projections means the initial forecast, prepared as of the Effective Date using the Base Case Financial Model, for (a) Special Tax Revenues, (b) Additional Appropriated Funds and (c)(i) the Required Percentage of expenditures for Phase 2 and (ii) Loudoun County s other funding obligations in respect of the Project pursuant to the Funding Agreements, in each case, for time periods through the final maturity of the TIFIA Loan and based upon assumptions and methodologies provided by Loudoun County and acceptable to the TIFIA Lender. Bond Anticipation Obligations means Additional Trust Agreement Obligations in a principal amount not exceeding $60,000,000 and satisfying the requirements of clause (i)(b) of the definition of such term, issued or incurred, as applicable, in anticipation of the future sale of Additional Trust Agreement Obligations the proceeds of which are used to refinance such then outstanding Additional Trust Agreement Obligations. Bond. Bondholder means, when used with respect to Bonds, the registered owner of any Bonds means (a) the TIFIA Bond, in the approximate aggregate amount of up to $195,072,507 that is issued by the Borrower in accordance with the terms of the Trust Agreement and the First Supplemental Trust Agreement, (b) any other TIFIA Bonds, as defined in the Trust Agreement, (c) Additional Bonds, as defined in the Trust Agreement, that may be issued by the Borrower pursuant to Section 209 of the Trust Agreement, (d) Refunding Bonds, as defined in the Trust Agreement, that may be issued by the Borrower pursuant to Section 210 of the Trust Agreement and (e) any Bond Anticipation Notes issued by the Borrower pursuant to Section 213 of the Trust Agreement. Borrower has the meaning provided in the preamble hereto. Borrower Fiscal Year means (a) as of the Effective Date, a fiscal year of the Borrower commencing on July 1 of any calendar year and ending on June 30 of the immediately succeeding calendar year or (b) such other fiscal year as the Borrower may hereafter adopt with thirty (30) days prior written notice to the TIFIA Lender. Borrower Related Party means, individually or collectively, the Borrower and Loudoun County. Borrower s Authorized Representative means any Person who shall be designated as such pursuant to Section 26. Business Day means any day other than a Saturday, a Sunday or a day on which offices of the Government or the State are authorized to be closed or on which commercial banks are authorized or required by law, regulation or executive order to be closed in New York, New York, Loudoun County, Baltimore, Maryland, or in the jurisdiction in which the corporate trust office of the Trustee is located. Calculation Date means each April 1 and October 1 occurring after the Effective Date. Calculation Period means a twelve (12) month period ending on a Calculation Date WASSR01A - MSW 5

180 Capitalized Interest Period means the period from (and including) the Effective Date to (but excluding) the Debt Service Payment Commencement Date. Code means the Internal Revenue Code of 1986, as amended from time to time. Congress has the meaning provided in the recitals hereto. Control means, when used with respect to any particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise, and the terms Controlling, Controlled by and under common Control with have meanings correlative to the foregoing. County Fiscal Year means (a) as of the Effective Date, a fiscal year of Loudoun County commencing on July 1 of any calendar year and ending on June 30 of the immediately succeeding calendar year or (b) such other fiscal year as Loudoun County may hereafter adopt with thirty (30) days prior written notice to the TIFIA Lender. County s Authorized Representative means any employee of Loudoun County who shall be designated as such pursuant to Section 26A. Covenant Default has the meaning provided in Section 20(a)(vi)(A). CPI means the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, =100 (not seasonally adjusted), or its successor, published by the Bureau of Labor Statistics, with, unless otherwise specified herein, January 2014 as the base period. Credit Facility means as to any particular Series of Bonds, a letter of credit, a line of credit, a guaranty or another credit- or liquidity-enhancement, as approved in the applicable Supplemental Trust Agreement providing for the issuance of such Bonds and secured on parity as to the pledge of the Trust Estate with the Bonds theretofore or thereafter issued under the Trust Agreement. Credit Provider means the provider of a Credit Facility. Debt Service means, for any County Fiscal Year, the aggregate of the Principal and Interest Requirements, as defined in the Trust Agreement, on Bonds of all Series accruing and payable during such County Fiscal Year; provided, however, that, in respect of Bonds other than the TIFIA Bond, interest expense shall be excluded from the determination of Debt Service to the extent that such interest is to be paid from the proceeds of Refunding Bonds incurred for the purpose of refunding a like or different principal amount of Trust Agreement Obligations or from investment (but not reinvestment) earnings thereon (other than proceeds and investment earnings on deposit in the Revenue Stabilization Subfund) if such proceeds shall have been invested in Defeasance Obligations and to the extent such earnings may be determined precisely. Debt Service Payment Commencement Date means April 1, WASSR01A - MSW 6

181 Debt Service Subfund means the District Project Debt Service Subfund within the District Project Fund created and so designated by Section 501 of the Trust Agreement, and includes any separate Project Accounts therein established by the terms of any Supplemental Trust Agreement. Dedicated Revenues means (a) all Special Tax Revenues, (b) any Additional Appropriated Funds and (c) all income derived from Permitted Investments. Default Rate means an interest rate of 200 basis points above the TIFIA Interest Rate. Defeasance Obligations means Government Obligations and obligations of state or local government bond issuers, provision for the payment of the principal of and interest on which shall have been made by deposit with an escrow agent or trustee of such Government Obligations the principal of and interest on which when due will be sufficient to pay the principal of and interest on such state or local government obligations when due, which obligations have been rated by Moody s Investors Service, Inc., Standard & Poor s Ratings Group and Fitch, Inc. (or any two of the three if the third such rating agency does not provide a rating) in one of two highest rating categories. District Contract means that certain District Contract, dated as of December 1, 2014, by and between Loudoun County and the Borrower. District Project Fund means the fund of that name created and so designated by Section 501 of the Trust Agreement, and includes any separate Subfunds or Project Accounts therein established by the terms of the Trust Agreement or any Supplemental Trust Agreement. Effective Date means the date of this Agreement. Eligible Project Costs means amounts in the Project Budget (other than financing costs), substantially all of which are paid or incurred by or for the account of Loudoun County in connection with the Project, all of which shall arise from the following: (a) development phase activities, including planning, feasibility analysis, revenue forecasting, environmental review, permitting, preliminary engineering and design work, and other preconstruction activities; (b) construction, reconstruction, rehabilitation, replacement, and acquisition of real property (including land related to the Project and improvements to land), environmental mitigation, construction contingencies, and acquisition of equipment; or (c) capitalized interest necessary to meet market requirements, reasonably required reserve funds and other carrying costs during construction, but excluding any and all financing costs; provided, however, that Eligible Project Costs must be consistent with 23 U.S.C. 601 et seq., 49 U.S.C. 5302(3), the Standard Cost Categories (SCC) described in Schedule I, and all other applicable federal law. Eligible Project Costs do not include costs for the design, WASSR01A - MSW 7

182 development and/or construction of the Parking Facilities, including land acquisition in connection therewith. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. ERISA Affiliate means, with respect to a Borrower Related Party, any trade or business (whether or not incorporated) that, together with such Borrower Related Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. Event of Default has the meaning provided in Section 20(a). Event of Non-Appropriation has the meaning set forth in Section 41. State. Fairfax County means the county of Fairfax, Virginia, a political subdivision of the Fairfax County EDA means the Economic Development Authority of Fairfax County. Fairfax County Board of Supervisors means the Board of Supervisors of Fairfax County, the governing body of Fairfax County, and its successors and assigns. Fairfax County TIFIA Loan Agreement means the TIFIA Loan Agreement for up to $403,274,894, to be entered into among the TIFIA Lender, the Fairfax County EDA and the Fairfax County Board of Supervisors for the Dulles Corridor Metrorail Project. FFY has the meaning provided in Section 29(a). FHWA means the Federal Highway Administration, an agency of USDOT. Final Maturity Date means April 1, Financial Plan means the financial plan to be delivered within sixty (60) days after the Effective Date in accordance with Section 22(a) and any updates thereto required pursuant to Section 22(a). Financial Statements has the meaning provided in Section 14A(r). First Supplemental Trust Agreement means the First Supplemental Trust Agreement dated as of December 1, 2014, by and between the Borrower and the Trustee, providing for the issuance of the TIFIA Bond. Fixed Level Payment has the meaning provided in Section 9(c)(ii). FTA means the Federal Transit Administration, a modal agency of USDOT WASSR01A - MSW 8

183 FTA Regional Office means Regional Office III of the FTA, located at 1760 Market Street, Suite 500, Philadelphia, PA Funding Agreements means (a) the 2007 Funding Agreement, (b) the 2011 MOA and (c) the Phase 2 Funding Procedure. GAAP means generally accepted accounting principles as defined by the American Institute of Certified Public Accountants or such other nationally recognized professional body, in effect from time to time in the United States of America. Government means the United States of America and its departments and agencies. Government Obligations means (a) direct obligations of, or obligations on which the timely payment of principal and interest are fully and unconditionally guaranteed by, the Government, (b) bonds, debentures or notes issued by any of the following federal agencies: Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, Export- Import Bank of the United States, Government National Mortgage Association or Federal Land Banks, (c) obligations issued or guaranteed by a Person controlled or supervised by and acting as an instrumentality of the Government pursuant to authority granted by the Congress, and (d) evidences of ownership of proportionate interests in future interest or principal payments on obligations specified in clauses (a), (b) and (c) of this definition held by a bank or trust company as custodian and which underlying obligations are not available to satisfy any claim of the custodian or any Person claiming through the custodian or to whom the custodian may be obligated, in each case. Governmental Authority means any federal, state, provincial, county, city, town, village, municipal or other government or governmental department, commission, council, court, board, bureau, agency, authority or instrumentality (whether executive, legislative, judicial, administrative or regulatory), of or within the United States of America or its territories or possessions, including the State and its counties and municipalities, and their respective courts, agencies, instrumentalities and regulatory bodies, or any entity that acts on behalf of any of the foregoing, whether as an agency or authority of such body. Hedging Transaction means any interest rate protection agreement, interest rate swap transaction, interest rate cap, collar or floor transaction, interest rate future, interest rate option or other hedging arrangement. Insolvency Laws means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as from time to time amended and in effect, and any state bankruptcy, insolvency, receivership or similar law now or hereafter in effect. Interim Payment Date means any day occurring during a Payment Period that (a) is a date on which interest on or principal of Trust Agreement Obligations or Pari Passu Obligations is scheduled to be paid and (b) is not a Semi-Annual Payment Date. Interim Payment Period means, at any time that interest on or principal of any Trust Agreement Obligations or Pari Passu Obligations is scheduled to be paid on an Interim Payment WASSR01A - MSW 9

184 Date, the period commencing on the immediately preceding Payment Date and ending on such Interim Payment Date. Investment Grade Rating means a public rating no lower than BBB-, Baa3 or the equivalent public rating from a Nationally Recognized Rating Agency. Level Payment Commencement Date means October 1, Level Payment Period means the period commencing on the Level Payment Commencement Date and ending on the Final Maturity Date (or on such earlier date as the TIFIA Loan shall be paid in full). Lien means any mortgage, pledge, hypothecation, assignment, mandatory deposit arrangement, encumbrance, attachment, lien (statutory or other), charge or other security interest, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any sale-leaseback arrangement, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or any other applicable law. Loan Amortization Schedule means the Loan Amortization Schedule reflected in the applicable column of Exhibit G, delivered pursuant to Section 9(f), as amended from time to time in accordance with Section 7, Section 9(c), Section 9(f) and Section 10(c). Loudoun County has the meaning provided in the preamble hereto. Loudoun County Letter Agreement means that certain Letter Agreement, dated as of the date hereof, between Loudoun County and the TIFIA Lender. MADS as to Bonds, means as of any date of calculation, (a) the maximum amount of principal and interest payments accruing and payable in respect of all outstanding Bonds (excluding the TIFIA Bond) during the current or any future County Fiscal Year, plus (b) if the TIFIA Bond is outstanding, the maximum amount of principal and interest payments accruing and payable in respect of the TIFIA Bond during any County Fiscal Year subsequent to the Fiscal Year ending June 30, Material Adverse Effect means a material adverse change in (a) the Project (until care, custody and control for Phase 1 and Phase 2 have been irrevocably transferred to WMATA and neither Loudoun County nor the Borrower has any further material obligations in respect of the Project) or the Dedicated Revenues, (b) the business, operations, properties, condition (financial or otherwise) or prospects of any Borrower Related Party that is reasonably expected to affect the ability of such party to enter into and deliver, or to perform or comply with its obligations under, any of the Related Documents, (c) the legality, validity or enforceability of any material provision of any Related Document, (d) the ability of any Borrower Related Party to perform or comply with any of its material obligations under any Related Document to which it is a party, (e) the validity, perfection or priority of the Liens provided under the Trust Agreement Documents on the Trust Estate in favor of the Secured Parties or (f) the TIFIA Lender s rights or remedies available under any TIFIA Loan Document WASSR01A - MSW 10

185 Metrorail Service District has the meaning provided to the term District in the Trust Agreement. Misrepresentation Default has the meaning provided in Section 20(a)(vi)(A). MWAA means Metropolitan Washington Airports Authority. MWAA Indenture means the Master Indenture of Trust, dated as of August 1, 2009, by and between MWAA and the MWAA Trustee, securing Dulles Toll Road Revenue Bonds, as may be amended or supplemented. MWAA TIFIA Loan Agreement means the TIFIA Loan Agreement for up to $1,278,000,000, dated as of August 20, 2014, between the TIFIA Lender and MWAA for the Dulles Corridor Metrorail Project (TIFIA A). MWAA Trustee means Manufacturers and Traders Trust Company, a New York banking corporation with trust powers, in its capacity as trustee for the MWAA bondholders under the MWAA Indenture, or any successor trustee appointed pursuant to the terms of the MWAA Indenture. Nationally Recognized Rating Agency means Standard & Poor s Rating Group, Moody s Investors Service, Inc., Fitch Ratings or any other nationally recognized statistical rating organization identified as such by the Securities and Exchange Commission. OFAC means the Office of Foreign Assets Control of the United States Department of the Treasury. Organizational Documents means (a) the constitutional and statutory provisions that are the basis for the existence and authority of such Governmental Authority, including any statutes or ordinances establishing such Person, (b) the bylaws, code of regulations or other operating procedures or other constitutional documents that may have been adopted by such Person and (c) any other organic laws, statutes, public charters or constitutional documents by which such Person and its powers, securities, bonds, notes and other obligations, and its operations and procedures are governed or from which such powers are derived. Other Loan Documents has the meaning provided in Section 20(a)(vi)(A). Other Material Indebtedness has the meaning set forth in Section 20(a)(v). Outstanding TIFIA Loan Balance means the aggregate principal amount drawn by the Borrower and then outstanding (including capitalized interest) with respect to the TIFIA Loan, as determined in accordance with Section 7. Pari Passu Obligations means any borrowing or indebtedness of the Borrower under the Trust Agreement that is permitted, or not prohibited, thereunder or under Section 17(a), other than any Trust Agreement Obligations, which ranks at least pari passu in right of payment with the TIFIA Loan WASSR01A - MSW 11

186 Parking Facilities means the three (3) parking structures to be constructed by Loudoun County, located at or adjacent to the new rail stations planned as part of Phase 2 at Route 606 and Route 772 (Ashburn) in Loudoun County. The Parking Facilities, which are classified as Concurrent Non-Project Activities by the FTA, are not part of the Project and no proceeds from the TIFIA Loan or other federal sources will be used to fund any costs for the design, development and/or construction of the Parking Facilities. Parking Facilities Substantial Completion Date means the date as of which the Parking Facilities have been built and opened to vehicular traffic and parking by the general public. Parking Facilities Substantial Completion Deadline means the one hundred eightieth (180 th ) day after the Substantial Completion Date. Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and all regulations promulgated thereunder. Payment Date means each Semi-Annual Payment Date or Interim Payment Date. Payment Default has the meaning set forth in Section 20(a)(i). Payment Period means any period of six (6) months that ends on a Semi-Annual Payment Date, commencing with the six (6) month period ending on the Debt Service Payment Commencement Date. Permitted Debt means: (a) the TIFIA Loan; (b) Additional Trust Agreement Obligations that satisfy each of the applicable requirements under the definition of such term herein; and (c) indebtedness incurred in respect of Qualified Credit Facilities. Permitted Investments means (with respect to the investment of the proceeds of the TIFIA Loan or any construction or reserve account established and maintained pursuant to the Trust Agreement): (a) Government Obligations; (b) certificates of deposit where the certificates are collaterally secured by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit so secured, including interest, but this collateral is not required to the extent the certificates of deposit are insured by an agency of the Government; WASSR01A - MSW 12

187 (c) repurchase agreements with counterparties that have an Acceptable Credit Rating, when collateralized by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the repurchase agreement so collateralized, including interest; (d) investment agreements or guaranteed investment contracts rated, or with any financial institution whose senior long-term debt obligations are rated, or guaranteed by a financial institution whose senior long-term debt obligations are rated, at the time such agreement or contract is entered into, in one of the two (2) highest Rating Categories for comparable types of obligations by any Nationally Recognized Rating Agency; and (e) money market funds that invest solely in obligations of the United States, its agencies and instrumentalities, and having a rating by a Nationally Recognized Rating Agency equal to the then applicable rating of the United States of America by such Nationally Recognized Rating Agency; provided that such Permitted Investments shall mature not later than the applicable dates described in Section 16(h). Permitted Liens means: (a) Liens imposed pursuant to the Trust Agreement; (b) Liens imposed by law for taxes that are not yet due or are being contested by the Borrower in good faith by appropriate proceedings and so long as the Borrower has set aside adequate reserves with respect thereto in accordance with and to the extent required by GAAP, applied on a consistent basis; (c) carriers, warehousemen s, mechanics, materialmen s, repairmen s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested by the Borrower in good faith by appropriate proceedings and so long as the Borrower has set aside adequate reserves with respect thereto in accordance with and to the extent required by GAAP, applied on a consistent basis; (d) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance, and other social security laws or regulations; (e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (f) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 20(a)(vii); (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that, in any case, do WASSR01A - MSW 13

188 not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower; (h) any Lien on any property or asset of the Borrower existing on the Effective Date; provided that (i) such Lien shall not apply to any other property or asset of the Borrower and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (i) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property or assets of the Borrower and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (j) purchase money security interests in equipment hereafter acquired by the Borrower; provided that (i) such security interests secure indebtedness for borrowed money permitted by Section 17(a), (ii) such security interests are incurred, and the indebtedness secured thereby is created, within ninety (90) days after such acquisition, (iii) the indebtedness secured thereby does not exceed the fair market value of such equipment at the time of such acquisition and (iv) such security interests do not apply to any other property or assets (other than accessions to such equipment) of the Borrower. Person means and includes an individual, a general or limited partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and any Governmental Authority. Phase 1 means the design and construction of the initial 11.7 miles of the Project, known as the Silver Line, from a new junction with the existing Metrorail Orange Line just east of the West Falls Church Station through Tysons Corner to just west of Wiehle Avenue in Reston, VA. Phase 1 includes five new stations (McLean, Tysons Corner, Greensboro, Spring Hill, and Wiehle-Reston East), improvements to the existing West Falls Church Service and Inspection Yard, tail tracks beyond the Wiehle-Reston East Station and the procurement of sixtyfour new railcars. The project scope also includes traction power substations, tie-breaker stations, a communication system, crossovers, Kiss & Ride facilities, entrance pavilions, pedestrian bridges, real estate acquisition, utility relocation, environmental mitigation, financing, startup and testing for revenue service, and other elements necessary to achieve Project implementation. Phase 2 means the design and construction of another 11.4 miles of the Silver Line from the end of the Phase 1 tail tracks in Fairfax County through the Dulles International Airport to Route 772 in Loudoun County. Included in Phase 2 are six new stations (Reston Town Center, Herndon, Innovation Center, Washington Dulles International Airport, Route 606, and Route 772), a new Service and Inspection Yard at Dulles International Airport, and the procurement of sixty-four new railcars. The project scope also includes traction power substations, tie-breaker stations, a communication system, crossovers, Kiss & Ride facilities, WASSR01A - MSW 14

189 entrance pavilions, pedestrian bridges, real estate acquisition, utility relocation, environmental mitigation, startup and testing for revenue service, and other elements necessary to achieve Project implementation. Phase 2 does not include the Parking Facilities or the Parking Facilities (as defined in the Fairfax County TIFIA Loan Agreement), which garages are classified as Concurrent Non-Project Activities by the FTA. Phase 2 Funding Procedure means that certain Phase 2 Funding Procedure among MWAA, Fairfax County and Loudoun County, a form of which is attached as Exhibit F. Project means a 23.1-mile double-track heavy rail project in the Dulles Corridor of Northern Virginia. The corridor follows the alignment of the Dulles Connector Road to Route 123, south to Route 7, west to the Dulles International Airport Access Highway within Fairfax County, through Dulles International Airport, north to the Dulles Greenway, and west to Route 772 in Loudoun County. The Project has two phases of design and construction, Phase 1 and Phase 2, as defined herein. The Project also includes roadway modifications to Route 7 to reduce congestion and improve safety for motorists, including elimination of the service roads and provision of an additional (fourth) lane to accommodate both through and right-turning traffic into adjacent properties. The Project does not include the Parking Facilities or the Parking Facilities (as defined in the Fairfax County TIFIA Loan Agreement), which garages are classified as Concurrent Non-Project Activities by the FTA. Project Accounts means any one or more of the accounts or subaccounts from time to time created pursuant to the Trust Agreement or any Supplemental Trust Agreement in any of the Subfunds established by the Trust Agreement. Project Budget means the budget for the Project, reflecting an aggregate amount of Eligible Project Costs for Phase 1 totaling $2,905,695,293 and an aggregate amount of Eligible Project Costs for Phase 2 totaling $2,778,235,564, which budget is attached to this Agreement as Schedule I and shows a summary of all such Eligible Project Costs and the estimated sources and uses of funds for Phase 1 and Phase 2, as amended from time to time with the approval of the TIFIA Lender. Project Construction Period means the period from the Effective Date through the Substantial Completion Date. Project Development Default means MWAA fails to (a) diligently prosecute the work related to Phase 2 or (b) achieve Substantial Completion in accordance with the financial plan delivered by MWAA under the MWAA TIFIA Loan Agreement, as the same may be amended from time to time with the consent of the TIFIA Lender, and after giving effect to any extension by MWAA of the date for Substantial Completion with the consent of the TIFIA Lender. Prorated Portion means such percentage equal to (a) the outstanding principal of the TIFIA Loan divided by (b) the sum of the outstanding principal of the TIFIA Loan plus the aggregate amount of the outstanding principal of all other Trust Agreement Obligations that are in parity with the TIFIA Loan in right of payment and in right of security. Qualified Auditor means any nationally recognized independent public accounting firm selected by Loudoun County in accordance with the Government Finance Officers WASSR01A - MSW 15

190 Association (GFOA) best practices for audit procurement and having sufficient experience and qualifications to conduct the audit contemplated by Section 22(c)(ii). Qualified Credit Facility means, to the extent from time-to-time permitted by law, with respect to Permitted Debt, any Credit Facility entered into with a Qualified Credit Provider and meeting the applicable requirements of Section 17(i). Qualified Credit Provider means a Credit Provider organized under or licensed as a branch or agency under the laws of the United States or any state thereof that has an Acceptable Credit Rating. Rating Category or Categories means one of the generic rating categories of a Nationally Recognized Rating Agency without regard to any refinement or gradation of such rating by a numerical modifier or otherwise. Refunding Bonds means, as defined in Section 210 of the Trust Agreement, all Bonds issued, in one or more Series, for the purpose of refunding a like or different principal amount of Bonds and authenticated and delivered pursuant to the Trust Agreement. Refunding Obligations means Trust Agreement Obligations the proceeds of which are used to refinance (a) Bond Anticipation Obligations or (b) any other then outstanding Trust Agreement Obligations; provided that, in the case of clauses (a) and (b), (i) the net proceeds of such refunding Trust Agreement Obligations (after deducting (A) any deposits required to satisfy the Revenue Stabilization Subfund Requirement, (B) costs of issuance not to exceed two percent (2%) of the principal amount of such refunding Trust Agreement Obligations and (C) any call premiums and amounts to finance interest on the refinanced obligations prior to the redemption date) shall not exceed the principal amount of the Trust Agreement Obligations outstanding and being refinanced by such refunding Trust Agreement Obligations and, in the case of clause (b), (ii) Debt Service, after the incurrence of such refunding Trust Agreement Obligations, for the current and each future County Fiscal Year through the repayment in full of the TIFIA Loan, is forecast to be less than the Debt Service forecast for each such year in the Base Case Projections. Reimbursement Claims Package has the meaning provided in the Phase 2 Funding Procedure. Related Documents means the Trust Agreement Documents and the TIFIA Loan Documents. Required Percentage means such percentage of the total costs of Phase 2 required for Loudoun County to fund four and eight-tenths percent (4.8%) of the total costs of the Project. Requisition has the meaning provided in Section 4(a). Requisition Certificate has the meaning provided in Section 4(a). Reserve Accounts means (a) the Revenue Stabilization Subfund and (b) any other reserve account, reserve fund or residual fund established from time to time under the Trust Agreement, pursuant to a Supplemental Trust Agreement or otherwise WASSR01A - MSW 16

191 Revenue Stabilization Subfund means the District Project Revenue Stabilization Subfund within the District Project Fund created and so designated by Section 501 of the Trust Agreement, and includes any separate Project Accounts established therein by the terms of any Supplemental Trust Agreement. Revenue Stabilization Subfund Requirement means as of any date of calculation, an amount of cash, securities or a combination thereof (which shall be required to be on deposit in the Revenue Stabilization Subfund), equal to MADS; provided, however, that, to the extent the Code limits the amount of the proceeds of any Series that may be deposited to the credit of the Revenue Stabilization Subfund, the Revenue Stabilization Subfund Requirement upon and subsequent to the issuance of such Series shall be equal to the lesser of (a) MADS after the issuance of such Series and (b) the sum of (i) the Revenue Stabilization Subfund Requirement in respect of, collectively, all outstanding Bonds, if outstanding, immediately prior to the issuance of such Series and (ii) the maximum amount of proceeds of the Series of Tax-Exempt Bonds permitted by the Code to be used to fund the Revenue Stabilization Subfund and to invest in the Revenue Stabilization Subfund at an unrestricted yield, as more particularly provided in the applicable Supplemental Trust Agreement. Revised Financial Model means the Base Case Financial Model, as it may be updated from time to time pursuant to Section 16(j)(ii), Section 22(a)(ii) or Section 23(b). Secretary means the United States Secretary of Transportation. Secured Obligations means (a) the Trust Agreement Obligations, (b) the obligations of the Borrower and Loudoun County under this Agreement and (c) any obligations under a Credit Facility entered into after the Effective Date in accordance with the requirements of this Agreement. Secured Parties means the Trustee, the TIFIA Lender and, to the extent applicable, any other Bondholders and any Credit Providers. Semi-Annual Payment Date means each April 1 and October 1 or, if such date is not a Business Day, the next Business Day following such April 1 or October 1. Series means Bonds identified as a separate series which are authenticated and delivered on original issuance and any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to any Supplemental Trust Agreement. Servicer means such entity or entities as the TIFIA Lender shall designate from timeto-time to perform, or assist the TIFIA Lender in performing, certain duties hereunder. Special Improvements Tax means the special tax levied on taxable real property within the Metrorail Service District, which tax shall be assessed and collected not less frequently than annually. Special Tax Revenues means revenues resulting from the levy and collection of the Special Improvements Tax WASSR01A - MSW 17

192 Special Tax Revenues Deficiency means as of each Turnover Date, an amount equal to (a) all Debt Service that is scheduled to accrue and to become payable on the immediately succeeding Semi-Annual Payment Date plus (b) any Authority Liabilities that are scheduled to become due and payable by the next Semi-Annual Payment Date, less (c) the Special Tax Revenues paid over to the Trustee on such Turnover Date pursuant to the District Contract. State has the meaning provided in the preamble hereto. Subfund means any one or more, as the case may be, of the separate special subfunds established by the Trust Agreement or by any Supplemental Trust Agreement. Substantial Completion means the opening of Phase 2 to passenger traffic for public transportation, as such term is defined in 49 U.S.C. 5302(14). Substantial Completion Date means the later of (a) January 31, 2019 or (b) such other date (if any) reflected in the most recently agreed update to the Financial Plan pursuant to Section 22(a)(iii), which date shall be the same date as reflected in the most recently agreed update to MWAA s Financial Plan. Supplemental Trust Agreement means an amendment or supplement, executed by the Borrower and the Trustee, to the Trust Agreement, and in conformity with the provisions of Article XI of the Trust Agreement, providing for the issuance of a Series of Bonds and setting forth the provisions and details thereof not inconsistent with the Trust Agreement, including any amendments and supplements thereto permitted thereby and any other such agreement permitted by Article XI of the Trust Agreement. Surplus Subfund means the District Project Surplus Subfund within the District Project Fund created and so designated by Section 501 of the Trust Agreement, and includes any separate Project Accounts established by the terms of any Supplemental Trust Agreement. Tax-Exempt Bonds means Bonds the interest on which is intended to be excludable from the gross income of the Bondholders thereof for federal income tax purposes. TIFIA has the meaning provided in the recitals hereto. TIFIA Bond means the Bond delivered by the Borrower in substantially the form attached hereto as Exhibit A. TIFIA Debt Service means (a) with respect to any Semi-Annual Payment Date occurring on or after the Debt Service Payment Commencement Date and prior to the Level Payment Commencement Date, any interest payable on the principal portion of the Outstanding TIFIA Loan Balance as set forth on Exhibit G and due and payable on such Semi-Annual Payment Date in accordance with the provisions of Section 9(c)(i), which shall be unconditionally required to be paid on such Semi-Annual Payment Date pursuant to Section 9(c)(i), and (b) with respect to any Semi-Annual Payment Date occurring on or after the Level Payment Commencement Date, the entire amount of each Fixed Level Payment required to be paid pursuant to Section 9(c)(ii), which shall be unconditionally required to be paid on such Semi-Annual Payment Date pursuant to Section 9(c)(ii) WASSR01A - MSW 18

193 TIFIA Interest Rate has the meaning provided in Section 6. TIFIA Lender has the meaning provided in the preamble hereto. TIFIA Lender s Authorized Representative means the Administrator and any other Person who shall be designated as such pursuant to Section 27. TIFIA Loan has the meaning provided in the recitals hereto. TIFIA Loan Documents means this Agreement, the TIFIA Bond, the Trust Agreement, the Supplemental Trust Agreement in respect of the TIFIA Bond and the Loudoun County Letter Agreement. Total Debt Service Coverage Ratio means, for any Calculation Period, the ratio of Available Revenues for such Calculation Period to the sum of Debt Service (including TIFIA Debt Service for such Calculation Period). Total Project Costs means (a) the costs paid or incurred (to the extent paid, such costs shall be reimbursed to the Person who paid such costs) or to be paid or incurred by MWAA in connection with or incidental to the acquisition, design, construction and equipping, testing and start-up of the Project, including legal, administrative, engineering, planning, design, insurance and certain financing costs; (b) amounts, if any, required by the MWAA Indenture to be paid into any fund or account upon the incurrence of Senior Obligations (as defined in the MWAA Indenture); (c) payments when due (whether at the maturity of principal, the due date of interest, or upon optional or mandatory prepayment) on any indebtedness of MWAA (other than its TIFIA loan) incurred for the Project, including capitalized interest on such Senior Obligations; (d) costs of equipment and supplies and project management costs required by MWAA for the commencement of operation of the Project, including general administrative expenses and overhead of MWAA other than to the extent such amounts constitute direct or indirect costs unallowable to MWAA under 18 C.F.R. Part 18 and its contractors under 18 C.F.R. Part 31; and (e) the repayment of obligations incurred by MWAA, the proceeds of which obligations were used to pay items (a) through (d) of this definition. Trust Agreement means that certain Trust Agreement, dated as of December 1, 2014, by and between the Borrower and the Trustee, securing Metrorail Service District Improvement Revenue Bonds (Silver Line Phase II Project), as amended or modified by any Supplemental Trust Agreement. Trust Agreement Documents means the Trust Agreement, each Supplemental Trust Agreement, the District Contract, each Credit Facility and each other agreement, instrument and document, including any bond insurance policy, executed and delivered pursuant to or in connection with any of the foregoing. Trust Agreement Obligations means any Bonds (other than the TIFIA Bond). Trust Estate has the meaning provided in the Trust Agreement WASSR01A - MSW 19

194 Trustee means U.S. Bank National Association, in its capacity as trustee under the Trust Agreement, or any successor trustee appointed pursuant to the terms of the Trust Agreement. Date. Turnover Date means the fifth Business Day prior to each Semi-Annual Payment Uniform Commercial Code or UCC means the Uniform Commercial Code, as in effect from time to time in the State. USDOT means the United States Department of Transportation. Variable Interest Rate Trust Agreement Obligation means any Trust Agreement Obligations that accrue interest at a variable interest rate; provided, that Trust Agreement Obligations bearing a fixed rate of interest shall be deemed Variable Interest Rate Trust Agreement Obligations if the Borrower enters into a Hedging Transaction pursuant to which the Borrower is obligated to pay a floating rate of interest and receives a fixed rate of interest. VDOT means the Virginia Department of Transportation. WMATA means the Washington Metropolitan Area Transit Authority, an interstate compact agency and a common agency and instrumentality of the District of Columbia, the State and the State of Maryland. SECTION 2. Interpretation. Unless the context shall otherwise require, the words hereto, herein, hereof and other words of similar import refer to this Agreement as a whole. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and vice versa. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise require. The words include, includes and including shall be deemed to be followed by the phrase without limitation. Whenever the Borrower s knowledge is implicated in this Agreement or the phrase to the Borrower s knowledge or a similar phrase is used in this Agreement, the Borrower s knowledge or such phrase(s) shall be interpreted to mean to the best of the Borrower s knowledge after reasonable and diligent inquiry and investigation. Whenever Loudoun County s knowledge is implicated in this Agreement or the phrase to Loudoun County s knowledge or a similar phrase is used in this Agreement, Loudoun County s knowledge or such phrase(s) shall be interpreted to mean to the best of Loudoun County s knowledge after reasonable and diligent inquiry and investigation. Unless the context shall otherwise require, references to any Person shall be deemed to include such Person s successors and permitted assigns. Unless the context shall otherwise require, references to sections, subsections, schedules, exhibits, appendices and provisions are to the applicable sections, subsections, schedules, exhibits, appendices and provisions of this Agreement. The schedules and exhibits to this Agreement, and the appendices and schedules to such exhibits, are hereby incorporated by reference and made an integral part of this Agreement. The headings or titles of this Agreement and its sections, schedules or exhibits, as well as any table of contents, are for convenience of reference only and shall not define or limit its provisions. Unless the context shall otherwise require, all references to any resolution, contract, agreement, lease or other WASSR01A - MSW 20

195 document shall be deemed to include any amendments or supplements to, or modifications or restatements or replacements of, such documents that are approved from time-to-time in accordance with the terms thereof and hereof. Every request, order, demand, application, appointment, notice, statement, certificate, consent or similar communication or action hereunder by any party shall, unless otherwise specifically provided, be delivered in writing in accordance with Section 37 and signed by a duly authorized representative of such party. SECTION 3. TIFIA Loan Amount. The principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed $195,072,507; provided, however, that, in no event shall (a) the maximum principal amount of the TIFIA Loan disbursed by the TIFIA Lender, together with the amount (excluding any interest that is capitalized in accordance with the terms hereof) of any other credit assistance provided under the Act to (i) MWAA under the MWAA TIFIA Loan Agreement and (ii) the Fairfax County EDA and the Fairfax County Board of Supervisors under the Fairfax County TIFIA Loan Agreement, exceed thirty-three percent (33%) of the total amount of the reasonably anticipated Eligible Project Costs set forth in the Financial Plan most recently approved by the TIFIA Lender or (b) the total federal assistance provided to the Project exceed eighty percent (80%) of Eligible Project Costs. TIFIA Loan proceeds shall be disbursed from time-to-time in accordance with Section 4. SECTION 4. Disbursement Conditions. (a) TIFIA Loan proceeds shall be disbursed solely to enable the Borrower, on behalf of Loudoun County, to reimburse MWAA for MWAA s prior incurrence, for the account of Loudoun County, of Eligible Project Costs in connection with Phase 2. Each disbursement of the TIFIA Loan shall be made pursuant to a requisition and certification (a Requisition ) in the form set forth in Appendix One to Exhibit D, along with a certificate signed by a Borrower s Authorized Representative substantially in the form annexed hereto as Annex A to Appendix One to Exhibit D (a Requisition Certificate ) and all other documentation and other information required thereby, submitted by Loudoun County (acting on behalf of the Borrower) to the TIFIA Lender and the FTA Regional Office, reviewed by the FTA Regional Office, and approved by the TIFIA Lender, all in accordance with the procedures of Exhibit D and subject to the requirements of this Section 4 and (i) with respect to the initial disbursement, the conditions set forth in Section 13(a) and Section 13(b), and (ii) with respect to each subsequent disbursement, the conditions set forth in Section 13(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date. (b) Loudoun County (acting on behalf of the Borrower) shall deliver copies of each Requisition signed by a County s Authorized Representative and each Requisition Certificate signed by a Borrower s Authorized Representative to the TIFIA Lender, the TIFIA Joint Program Office (HITJ), the Servicer (if any) and the FTA Regional Office on or before the first day of each month for which a disbursement is requested, or the next succeeding Business Day if such first day is not a Business Day. If the TIFIA Lender shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15 th ) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15 th ) day is not a Business Day. Express TIFIA WASSR01A - MSW 21

196 Lender approval or denial shall be substantially in the form annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month. At the time of any disbursement, the sum of all prior disbursements of TIFIA Loan proceeds and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the then-current year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time. (c) All Eligible Project Costs requested to be reimbursed with TIFIA Loan proceeds pursuant to a Requisition shall be evidenced by invoices and records set forth in a Reimbursement Claims Package (i) compliant with the applicable requirements of the Phase 2 Funding Procedure, (ii) delivered by MWAA to the TIFIA Lender, the Servicer (if any) and the FTA Regional Office at least one (1) month prior to Loudoun County s submission of such Requisition, and (iii) subsequently expressly approved or not expressly denied by the TIFIA Lender pursuant to the MWAA TIFIA Loan Agreement. (d) Loudoun County (acting on behalf of the Borrower) may amend the Anticipated TIFIA Loan Disbursement Schedule by submitting a revised version thereof to the Borrower, the TIFIA Lender and the FTA Regional Office no later than thirty (30) days prior to the proposed effective date thereof, together with a detailed explanation of the reasons for such revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender s approval thereof, which approval shall be granted in the TIFIA Lender s sole discretion. (e) As a condition to each disbursement of the TIFIA Loan, Loudoun County or the Borrower or MWAA (acting on behalf of Loudoun County or the Borrower) shall provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, as of any such TIFIA Loan disbursement, (i) the cumulative amount of TIFIA Loan disbursements (including such disbursement), when combined with the cumulative amount of loan disbursements made to (A) MWAA under the MWAA TIFIA Loan Agreement and (B) the Fairfax County EDA and the Fairfax County Board of Supervisors under the Fairfax County TIFIA Loan Agreement, shall not exceed thirty-three percent (33%) of the total amount of the reasonably anticipated Eligible Project Costs set forth in the Financial Plan most recently approved by the TIFIA Lender and (ii) the total federal assistance provided to the Project shall not exceed eighty percent (80%) of Eligible Project Costs. Facilities. (f) No proceeds from the TIFIA Loan will be used to fund the Parking SECTION 5. Term. The term of the TIFIA Loan shall extend from the Effective Date to the Final Maturity Date or to such earlier or later date as all amounts due or to become due to the TIFIA Lender hereunder have been paid. SECTION 6. Interest Rate. The interest rate with respect to the TIFIA Loan (the TIFIA Interest Rate ) shall be two and eighty-seven one hundredths percent (2.87%) per annum. Interest will be computed on the Outstanding TIFIA Loan Balance (as well as on any past due interest) from time-to-time on the basis of a 365-day or 366-day year, as appropriate, for the actual number of days elapsed and will be compounded semi-annually; provided, however, WASSR01A - MSW 22

197 that, in the event of a Payment Default, the Borrower shall pay interest on any overdue amount from its due date to the date of actual payment at the Default Rate. SECTION 7. Outstanding TIFIA Loan Balance and Revisions to Exhibit G and the Loan Amortization Schedule. The Outstanding TIFIA Loan Balance will be (a) increased on each occasion on which the TIFIA Lender shall disburse loan proceeds hereunder, by the amount of such disbursement of loan proceeds; (b) increased prior to the Debt Service Payment Commencement Date on each occasion on which interest on the TIFIA Loan is capitalized pursuant to the provisions of Section 9(b) hereof, by the amount of interest so capitalized; and (c) decreased upon each payment or prepayment of the principal amount of the TIFIA Loan, by the amount of principal so paid. The TIFIA Lender may in its discretion at any time and from time-to time, or when so requested by Loudoun County, advise the Borrower and Loudoun County by written notice of the amount of the Outstanding TIFIA Loan Balance as of the date of such notice, and its determination of such amount in any such notice shall be deemed conclusive absent manifest error. Upon any determination of the Outstanding TIFIA Loan Balance, the TIFIA Lender may, but shall not be obligated to, make applicable revisions to Exhibit G pursuant to Section 9 and in such event shall provide the Borrower and Loudoun County with a copy of such Exhibit G as revised, but no failure to provide or delay in providing the Borrower or Loudoun County with such copy shall affect any of the obligations of the Borrower or Loudoun County under this Agreement or the other TIFIA Loan Documents. The Loan Amortization Schedule reflected in Exhibit G as of the Effective Date has been determined based on the Anticipated TIFIA Loan Disbursement Schedule in effect on the Effective Date. SECTION 8. Security and Priority; Flow of Funds. (a) The TIFIA Loan is evidenced by the TIFIA Bond. As security for the TIFIA Loan, the Borrower shall pledge, assign and grant, or shall cause to be pledged, assigned and granted, to the Trustee, Liens on the Trust Estate in accordance with the provisions of the Trust Agreement. The TIFIA Bond shall be secured by the Liens on the Trust Estate and be pari passu with the Lien on the Trust Estate of (i) the Trust Agreement Obligations and (ii) Credit Facilities in connection with Trust Agreement Obligations entered into after the Effective Date in accordance with the requirements of this Agreement. (b) Except (i) for Permitted Liens, (ii) to the extent otherwise provided in paragraph (a) of this Section, or (iii) as may be entitled to priority as a matter of law, the Trust Estate will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto and all action on the part of the Borrower or Loudoun County to that end has been duly and validly taken. (c) Neither the Borrower nor Loudoun County shall use Dedicated Revenues to make any payments or satisfy any obligations other than in accordance with the provisions of this Section 8 and the Trust Agreement and shall not apply any portion of the Dedicated Revenues in contravention of this Agreement or the Trust Agreement Documents WASSR01A - MSW 23

198 (d) The Trust Agreement provides that all Available Revenues shall be deposited in the District Project Fund and applied in the order of priority and in accordance with the requirements specified in Section 502 of the Trust Agreement, which is set forth in Exhibit I. (e) Notwithstanding anything to the contrary hereunder, but without limiting the obligations of the Borrower and Loudoun County to deposit Available Revenues in the District Project Fund, the payment obligations of the Borrower under this Agreement are solely payable from amounts on deposit with the Trustee under the Trust Agreement. SECTION 9. Payment of Principal and Interest. (a) Payment Dates. The Borrower agrees to pay the principal of and interest on the TIFIA Loan by making payments in accordance with the provisions of this Agreement and the Trust Agreement on each Semi-Annual Payment Date occurring on or after the Debt Service Payment Commencement Date and on each other date (including the Final Maturity Date) on which payment thereof is required to be made hereunder. Any payment of the TIFIA Bond shall be treated as a payment of the TIFIA Loan and any prepayment of the TIFIA Loan shall be treated as a redemption of the TIFIA Bond. (b) Capitalized Interest Period. Except for mandatory prepayments required by Section 10(a), no payment of the principal of or interest on the TIFIA Loan is required to be made during the Capitalized Interest Period. On each April 1 and October 1 occurring during the Capitalized Interest Period, interest accrued on the TIFIA Loan in the six (6) month period (or, in the case of the initial Capitalized Interest Period, such shorter period commencing upon the Effective Date) ending immediately prior to such date shall be capitalized and added to the Outstanding TIFIA Loan Balance. Within thirty (30) days after the end of the Capitalized Interest Period, the TIFIA Lender shall give written notice to the Trustee, the Borrower and Loudoun County stating the Outstanding TIFIA Loan Balance as of the close of business on the last day of the Capitalized Interest Period, which statement thereof shall be deemed conclusive absent manifest error; provided, however, that no failure to give or delay in giving such notice shall affect any of the obligations of the Trustee, the Borrower or Loudoun County hereunder or under any of the other TIFIA Loan Documents. (c) Payment of TIFIA Debt Service. (i) Except for mandatory prepayments required by Section 10(a), on each Semi-Annual Payment Date (if any) occurring on or after the Debt Service Payment Commencement Date and prior to the Level Payment Commencement Date, the Borrower shall pay TIFIA Debt Service in the amounts set forth in respect of such Semi-Annual Payment Date on Exhibit G hereto, which payments shall be made in accordance with Section 9(e). (ii) On each Semi-Annual Payment Date occurring during the Level Payment Period, the Borrower shall make level payments of principal and interest (each a Fixed Level Payment ), each of which payments shall be approximately equal in amount. The amount of the Fixed Level Payment shall be calculated as of the Level Payment Commencement Date in such manner that the WASSR01A - MSW 24

199 Outstanding TIFIA Loan Balance as of such date shall be reduced to $0 on the Final Maturity Date (assuming that interest accrues during such period on the principal balance of such TIFIA Loan at the rate per annum set forth in Section 6 in the absence of an Event of Default, that all Fixed Level Payments are made in a timely manner during such period, and that no additional payments of principal of or interest on the TIFIA Loan are made during such period). Within thirty (30) days prior to the beginning of the Level Payment Period, the TIFIA Lender shall provide the Trustee, the Borrower and Loudoun County with a revised copy of Exhibit G, which revision shall be deemed conclusive absent manifest error, but no failure to provide or delay in providing the Trustee, the Borrower or Loudoun County with such copy shall affect any of the obligations of the Borrower or Loudoun County under this Agreement or the other TIFIA Loan Documents. (iii) To the extent that any prepayments of the TIFIA Loan shall be made after the Debt Service Payment Commencement Date in addition to TIFIA Debt Service payments, such prepayments shall be applied to the remaining Outstanding TIFIA Loan Balance and the resulting TIFIA Debt Service payments shall be recalculated as provided in Section 10(c) and reflected in a revised Exhibit G. On or before the second (2 nd ) Business Day after the fifteenth (15 th ) day of the month before each Semi-Annual Payment Date until the Borrower has paid all principal of and interest on the TIFIA Loan in full, the TIFIA Lender shall use commercially reasonable efforts to provide the Trustee, the Borrower and Loudoun County with such revised copy of Exhibit G, which revision shall be deemed conclusive absent manifest error, but no failure to provide or delay in providing the Trustee, the Borrower or Loudoun County with such copy shall affect any of the obligations of the Trustee, the Borrower or Loudoun County under this Agreement or the other TIFIA Loan Documents; provided, however, that, if the TIFIA Lender fails to timely deliver such revised copy pursuant to this Section 9(c)(ii), Loudoun County may deliver by written notice to the TIFIA Lender, no later than ten (10) Business Days prior to the next Semi-Annual Payment Date, Loudoun County s good faith calculation of the amount of principal and interest on the TIFIA Loan payable on such Semi-Annual Payment Date, which calculation shall be deemed accepted by the TIFIA Lender unless it has delivered to the Borrower and Loudoun County a revised copy of Exhibit G no later than five (5) Business Days following such notice. (d) Accrual of Amounts on Interim Payment Dates. (i) If any Trust Agreement Obligations or Pari Passu Obligations require the payment of principal or interest on any Interim Payment Date after the Debt Service Payment Commencement Date, Loudoun County (on behalf of the Borrower) shall promptly notify the Servicer (if any) and the TIFIA Lender thereof in writing, identifying the period covered by such Interim Payment Period and the Interim Payment Date. (ii) On any such Interim Payment Date, Loudoun County shall cause the Borrower to transfer or otherwise deposit, or cause to be transferred or otherwise deposited, into the Debt Service Subfund an amount equal to the amount of TIFIA Debt Service due and payable on the next succeeding Semi-Annual WASSR01A - MSW 25

200 Payment Date (as shown on Exhibit G, as the same may be revised as provided in Section 9(f)) multiplied by a fraction, the numerator of which is equal to the number of months contained in the Interim Payment Period ending on such Interim Payment Date and the denominator of which is equal to six (6); and (iii) Notwithstanding the foregoing provisions of this Section 9(d) or any other provision of this Agreement, at any time when no Trust Agreement Obligations or Pari Passu Obligations are outstanding, or when no Trust Agreement Obligations or Pari Passu Obligations are outstanding other than Trust Agreement Obligations or Pari Passu Obligations with respect to which principal and interest are payable on Semi-Annual Payment Dates, the TIFIA Debt Service hereunder shall be payable only on each Semi-Annual Payment Date (subject to any prepayments pursuant to Section 10). In the event that an Interim Payment Date is other than the first Business Day of a calendar month, the method for calculating any amount required to be transferred or deposited into the Debt Service Subfund pursuant to this Section 9(d) shall be determined at such time by the parties hereto. (e) Manner of Payment. Payments under this Agreement and the TIFIA Bond shall be made by wire transfer on or before each Payment Date in immediately available funds in accordance with payment instructions provided by the TIFIA Lender s Authorized Representative pursuant to Section 37, as modified in writing from time to-time by the TIFIA Lender s Authorized Representative. The Borrower, at the direction of Loudoun County, may make any such payment or portion thereof (or direct the Trustee to make such payment) with funds then on deposit in the Debt Service Subfund. (f) Final Maturity Date. Notwithstanding anything herein to the contrary, the Outstanding TIFIA Loan Balance and any accrued interest thereon shall be due and payable in full on the Final Maturity Date. (g) TIFIA Bond; Adjustments to Loan Amortization Schedule. As evidence of the Borrower s obligation to repay the TIFIA Loan, the Borrower shall issue and deliver to the TIFIA Lender, on or prior to the Effective Date, the TIFIA Bond substantially in the form attached hereto as Exhibit A, having a maximum principal amount (excluding capitalized interest) of $195,072,507 (subject to increase or decrease as herein provided) and bearing interest at the rate set forth in Section 6. The TIFIA Lender is hereby authorized to modify the Loan Amortization Schedule included in Exhibit G from time to time in accordance with Section 7 to reflect (i) the amount of each disbursement made under this Agreement, (ii) any capitalization of interest as provided in Section 7, (iii) the date and amount of any principal or interest due and payable or to become due and payable by the Borrower under this Agreement, (iv) each repayment or prepayment in respect of the principal amount of the TIFIA Loan and (v) such other information as the TIFIA Lender may determine is reasonably necessary for administering the TIFIA Loan and this Agreement. Absent manifest error, the TIFIA Lender s determination of such matters as set forth in Exhibit G shall be conclusive evidence thereof; provided, however, that neither failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower s or Loudoun County s obligations hereunder or under any other TIFIA Loan Document WASSR01A - MSW 26

201 (h) No Defeasance. Anything to the contrary in any Trust Agreement Document notwithstanding, the TIFIA Loan (as represented by the TIFIA Bond) shall not be subject to defeasance and no amounts in respect of the TIFIA Loan shall be considered or deemed to have been paid until the TIFIA Lender shall have received irrevocable payment in immediately available funds in accordance with the requirements for payment set forth in this Agreement. SECTION 10. Prepayment. (a) Mandatory. Loudoun County shall cause the Borrower to prepay the TIFIA Loan, without penalty or premium: (i) on each Semi-Annual Payment Date on and after the Level Payment Commencement Date and until the Final Maturity Date, in an amount not less than the Prorated Portion of the amount remaining in the Surplus Subfund after giving effect to the payments and deposits in clauses FIRST through SIXTH of Section 502 of the Trust Agreement (as set forth in Exhibit I) on such date; (ii) no later than five (5) Business Days following the determination thereof by MWAA that the total amount of actual invoiced Eligible Project Costs were less than projected Eligible Project Costs included in the Base Case Projections, which determination shall be made no later than the first (1 st ) anniversary of the Substantial Completion Date, in an amount equal to the product of (A) 3.432% and multiplied by (B) an amount equal to the positive difference, if any, between (1) projected Eligible Project Costs included in the Base Case Projections less (2) the total amount of actual invoiced Eligible Project Costs; and (iii) as and when required pursuant to Section 2.1(b) of the Loudoun County Letter Agreement. Each prepayment pursuant to this Section 10(a) shall be accompanied by a certificate signed by a Borrower s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such prepayment, distinct from any other amounts paid on such date. (b) Optional. At the direction of Loudoun County, the Borrower may prepay the TIFIA Loan by redeeming the TIFIA Bond in whole or in part (and, if in part, the amounts thereof to be prepaid shall be determined by Loudoun County; provided, however, that such prepayments shall be in principal amounts of at least $1,000,000 or any integral multiple of $1 in excess thereof), at any time or from time-to-time, without penalty or premium, by paying to the TIFIA Lender such principal amount of the TIFIA Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment of the TIFIA Loan shall be made on such date and in such principal amount as shall be specified by the Borrower (or by Loudoun County, acting on behalf of the Borrower) in a written notice delivered to the TIFIA Lender. In the case of any prepayment, such written notice shall be delivered to the TIFIA Lender not less than ten (10) days or more than thirty (30) days prior to the date set for prepayment. Such notice shall be irrevocable and shall bind the Borrower WASSR01A - MSW 27

202 to make such prepayment in accordance with such notice; provided, however, that, in the event that Loudoun County certifies to the TIFIA Lender that the source of such prepayment is the proceeds of a borrowing by either the Borrower or Loudoun County, such optional notice of prepayment shall be deemed conditional in that it is subject to the timely closing of such borrowing and should the borrowing for any reason not close on or before the date fixed for such prepayment, such notice of optional prepayment shall be deemed withdrawn and of no effect. (c) General. Notice having been given as provided in Section 10(b), the principal amount of the TIFIA Loan stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being prepaid. In case the entire unpaid balance of the principal of the TIFIA Bond is to be prepaid, the amount of principal and interest due and payable as a result of a mandatory or optional prepayment shall be paid upon presentation and surrender of such TIFIA Bond by the TIFIA Lender to the Trustee under the Trust Agreement. In case only part of the unpaid balance of principal of such TIFIA Bond is to be prepaid, the TIFIA Lender may make a notation on Exhibit G indicating the amount of principal of and interest on such TIFIA Bond then being prepaid. Upon a partial prepayment of the principal of the TIFIA Loan, the remaining debt service payments hereunder will be recalculated on a pro rata basis to be an amount sufficient to amortize the remaining Outstanding TIFIA Loan Balance at the TIFIA Interest Rate over the period ending by no later than the Final Maturity Date and the resulting debt service payments will be reflected in a revised Exhibit G. For purposes of such recalculation, the amount of the prepayment shall be applied ratably to each remaining principal payment, based on each such remaining principal payment s percentage in comparison to the total aggregate value of the remaining principal payments. If said monies shall not have been so paid on the prepayment date, such principal amount of such TIFIA Bond shall continue to bear interest until payment thereof at the rate provided for in Section 6. SECTION 11. [Reserved]. SECTION 12. Compliance with Laws. The FTA Regional Office has oversight responsibility for ensuring compliance with all applicable provisions of federal law with respect to the Project and for Project oversight activities. Each of the Borrower and Loudoun County agrees to cooperate with the FTA Regional Office in connection with the performance of its activities related to such responsibility. Each of the Borrower, Loudoun County and the TIFIA Lender agrees that there will be no irreversible or irretrievable commitment of resources, including physical construction, before all State and/or federal environmental permits required for commencement of construction of the relevant portion of the Project are finalized and approved by the appropriate resource agencies. SECTION 13. Conditions Precedent. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective, the TIFIA Lender shall have no obligations hereunder and the TIFIA Lender shall not make the initial disbursement of loan proceeds to the Borrower until each of the following conditions precedent shall have been satisfied or waived in writing by the TIFIA Lender: WASSR01A - MSW 28

203 (i) Each of the Borrower and Loudoun County shall have duly executed and the Borrower shall have delivered to the TIFIA Lender this Agreement, the TIFIA Bond (together with a certificate of authentication executed by the Trustee) and the Supplemental Trust Agreement for the TIFIA Bond, each in form and substance satisfactory to the TIFIA Lender. (ii) The TIFIA Lender and Loudoun County shall have executed and delivered the Loudoun County Letter Agreement. (iii) The Borrower or Loudoun County shall have delivered to the TIFIA Lender certified, complete and fully executed copies of each Trust Agreement Document, together with any amendments, waivers or modifications thereto executed on or prior to the Effective Date, and each such Trust Agreement Document shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (provided that, for purposes of this Section 13(a)(iii), any such waiver shall be subject to the TIFIA Lender s consent in its sole discretion). (iv) Counsel to the Borrower, bond counsel to the Borrower and counsel to Loudoun County shall have rendered to the TIFIA Lender an opinion letter, satisfactory to the TIFIA Lender in its sole discretion, that includes those opinions set forth on Exhibit H-1, Exhibit H-2 and Exhibit H-3, respectively. (v) The Borrower or Loudoun County shall have delivered to the TIFIA Lender a duly executed certificate from the Trustee in the form attached hereto as Exhibit J. (vi) (A) The Borrower shall have provided to the TIFIA Lender, in the form attached hereto as Exhibit C, a certificate executed by the Borrower s Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and nonprocurement matters with respect to the Borrower and its principals (as defined in 2 C.F.R ) and (B) Loudoun County shall have provided to the TIFIA Lender, in the form attached hereto as Exhibit C, a certificate executed by an authorized representative of Loudoun County as to the absence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and nonprocurement matters with respect to Loudoun County and its principals (as defined in 2 C.F.R ). (vii) The Borrower or Loudoun County shall have provided evidence to the TIFIA Lender s satisfaction, no more than thirty (30) days prior to the Effective Date, of the assignment by at least two (2) Nationally Recognized Rating Agencies of an Investment Grade Rating on the TIFIA Bond. (viii) (A) The Borrower shall have delivered to the TIFIA Lender a certificate executed by an authorized representative of the Borrower (1) as to the WASSR01A - MSW 29

204 satisfaction of the conditions precedent set forth in this Section 13(a), (2) designating the Borrower s Authorized Representative and (3) confirming such person s position and incumbency and (B) Loudoun County shall have delivered to the TIFIA Lender a certificate executed by an authorized representative of Loudoun County (1) as to the satisfaction of certain conditions precedent set forth in this Section 13(a), (2) designating the County s Authorized Representative and (3) confirming such person s position and incumbency. (ix) Loudoun County shall have demonstrated to the TIFIA Lender s satisfaction that the funds forecasted to be available to Loudoun County under the Base Case Financial Model will be sufficient to fund the Required Percentage of the total funds required to complete Phase 2. (x) Loudoun County shall have delivered to the TIFIA Lender a certified Base Case Financial Model acceptable to the TIFIA Lender on or prior to the Effective Date demonstrating that the projected Available Revenues shall be sufficient to meet the Loan Amortization Schedule. (xi) The Borrower, at the direction of Loudoun County, shall have paid in full all invoices delivered by the TIFIA Lender to the Borrower prior to the Effective Date for the reasonable fees and expenses of the TIFIA Lender s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof. (xii) The TIFIA Lender shall have delivered its initial TIFIA Lender s Authorized Representative certificate. (xiii) The Borrower and Loudoun County shall have delivered such other agreements, documents, instruments, opinions and other items required by the TIFIA Lender, all in form and substance satisfactory to the TIFIA Lender, including evidence that all other funding requirements of the Borrower and Loudoun County for the Project have been met (including evidence of other funding sources or funding commitments). (xiv) The Borrower shall have obtained a Data Universal Number System number, shall have commenced registration to obtain a number from the Federal System for Award Management (formerly the federal Central Contractor Registry), and shall have obtained a Federal Employer Identification Number. Loudoun County shall have obtained a Data Universal Number System number, a number from the Federal System for Award Management (formerly the federal Central Contractor Registry), and a Federal Employer Identification Number. (xv) Each of the Borrower and Loudoun County shall have provided to the TIFIA Lender evidence that it is duly organized and validly existing under the laws of the State, with full power, authority and legal right to own its properties and carry on its business and governmental functions as now conducted, including (A) a copy of the Organizational Documents of the Borrower, as in effect on the Effective Date WASSR01A - MSW 30

205 and certified by the Borrower s Authorized Representative, which Organizational Documents shall have not been amended since the date of the last amendment thereto shown on the certificate and (B) a copy of all resolutions authorizing it to execute and deliver, and to perform its obligations under, the TIFIA Loan Documents, in each case, certified by a Borrower s Authorized Representative or a County s Authorized Representative, as applicable. (xvi) The representations and warranties of the Borrower and Loudoun County set forth in this Agreement (including Section 14 and Section 14A) and in each other Related Document shall be true and correct as of the Effective Date and as of the date of the initial disbursement of the TIFIA Loan, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (xvii) The Borrower and Loudoun County shall have delivered written evidence, in form and substance satisfactory to the TIFIA Lender, verifying the Borrower s legal and organizational authority to utilize general revenues of Loudoun County in an amount sufficient to pay for the Required Percentage of the total costs of the Project reflected in the Project Budget and demonstrating that such funds will be available to Loudoun County as and when needed to pay for the total costs of the Project reflected in the Project Budget in accordance with the Financial Plan. (b) Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make any disbursement of loan proceeds to the Borrower (including the initial disbursement hereunder) until each of the following conditions precedent has been satisfied or waived in writing by the TIFIA Lender: (i) Each of the conditions precedent set forth in Section 13(a) shall have been satisfied or waived in writing by the TIFIA Lender, as of the Effective Date. (ii) Loudoun County shall have provided to the TIFIA Lender (which may be based on information provided by MWAA) evidence satisfactory to the TIFIA Lender that, as of such TIFIA Loan disbursement, (A) the cumulative amount of TIFIA Loan disbursements (including such disbursement), when combined with the cumulative amount of TIFIA Loan disbursements made to (I) MWAA under the MWAA TIFIA Loan Agreement and (II) the Fairfax County EDA and the Fairfax County Board of Supervisors under the Fairfax County TIFIA Loan Agreement, shall not exceed thirty-three percent (33%) of the total amount of the reasonably anticipated Eligible Project Costs set forth in the Financial Plan most recently approved by the TIFIA Lender and (B) the total federal assistance provided to the Project shall not exceed eighty percent (80%) of Eligible Project Costs. (iii) Loudoun County shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 22(a), which Financial Plan (or update thereto) reflects that amortization of the principal amount of any Trust Agreement Obligations shall not commence until after the end of the WASSR01A - MSW 31

206 Capitalized Interest Period and on or after the Debt Service Payment Commencement Date. (iv) To the extent not previously delivered to the TIFIA Lender, the Borrower or Loudoun County shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Trust Agreement Documents entered into after the Effective Date. Any Credit Facility entered into after the Effective Date shall be in compliance with the requirements therefor set forth in this Agreement. (v) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Event of Default or event of default under any other Related Document and (B) no event which with the giving of notice or the passage of time or both would constitute an Event of Default or event of default under any Related Document, in each case, shall have occurred and be continuing. (vi) The representations and warranties of the Borrower and Loudoun County set forth in this Agreement (including Section 14 and Section 14A) and in each other Related Document shall be true and correct in all material respects (except to the extent any representation and warranty itself is qualified by materiality, Material Adverse Effect or a similar qualifier, in which case, it shall be true and correct in all respects) as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by materiality, Material Adverse Effect or a similar qualifier, in which case, it shall be true and correct in all respects) as of such earlier date). (vii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since the date Loudoun County, on behalf of the Borrower, submitted the Application to the TIFIA Lender. (viii) Loudoun County shall have demonstrated to the TIFIA Lender s satisfaction that the funds described in the Financial Plan most recently approved by the TIFIA Lender as being available to pay for Project costs will be sufficient for Loudoun County to fund the Required Percentage of the total costs of the Project reflected in the Project Budget and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay for such costs. (ix) Loudoun County shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4, and the TIFIA Lender shall have approved (or deemed to have approved in accordance with Section 4(b)) such Requisition WASSR01A - MSW 32

207 (x) The Borrower and Loudoun County shall have delivered such other agreements, documents, certificates, instruments, opinions and other items required by the TIFIA Lender, all in form and substance satisfactory to the TIFIA Lender. (xi) Loudoun County shall have demonstrated to the TIFIA Lender s satisfaction that, as of each date on which any disbursement of the TIFIA Loan is made, (A) there does not currently exist any event of default, or any event which with the giving of notice or the passage of time or both would constitute any such event of default, with respect to any indebtedness secured in whole or in part by or payable from amounts subject to appropriation by Loudoun County and (B) with respect to all payment obligations of Loudoun County, including lease obligations, secured in whole or in part by or payable from amounts subject to appropriation by Loudoun County, Loudoun County has appropriated funds as and when required and in amounts sufficient to satisfy Loudoun County s payment obligations with respect thereto. (xii) MWAA shall not have abandoned Phase 2 during the Project Construction Period, and no other Project Development Default shall have occurred. (xiii) A Reimbursement Claims Package, including invoices and records evidencing any Eligible Project Costs included in the applicable Requisition and otherwise in compliance with the applicable requirements of the Phase 2 Funding Procedure, shall have been (A) delivered by MWAA to the TIFIA Lender, the Servicer (if any) and the FTA Regional Office at least one (1) month prior to Loudoun County s submission of such Requisition and (B) subsequently expressly approved or not expressly denied by the TIFIA Lender pursuant to the Phase 2 Funding Procedure. (xiv) Loudoun County shall not have taken, or permitted any other Person to have taken, any action which has resulted or could reasonably be expected to result in all or any portion of the development, design, construction, operation and/or maintenance of the Parking Facilities to constitute part of the Project to be funded pursuant to the 2007 Funding Agreement, including in accordance with Section 3.2(d) of the 2011 MOA. (xv) Loudoun County shall not have failed to timely appropriate and pay over to the Trustee Available Revenues, as of any Turnover Date, in amounts necessary to meet any Debt Service as of the next Semi-Annual Payment Date or other payment date in respect of the TIFIA Bond and any Trust Agreement Obligations, including any such failure or delay by Loudoun County in appropriating or paying over to the Trustee Additional Appropriated Funds in amounts sufficient to cover any Special Tax Revenues Deficiency. (xvi) The Borrower shall have paid in full all invoices received from the TIFIA Lender and due on or before the date of disbursement of the TIFIA Loan for the reasonable fees and expenses of the TIFIA Lender s counsel and WASSR01A - MSW 33

208 financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof. (xvii) The Borrower shall have obtained a number from the Federal System for Award Management (formerly the federal Central Contractor Registry). SECTION 14. Representations and Warranties of Borrower. The Borrower hereby represents and warrants that, as of the Effective Date, and, as to each of the representations and warranties below other than those contained in clause (b) of this Section, as of each date on which any disbursement of the TIFIA Loan is requested or made: (a) Organization; Power and Authority. The Borrower is a political subdivision of the State created by the Authority Act, validly existing and in good standing, has full legal right, power and authority to enter into the Related Documents to which the Borrower is a party then in existence, to execute and deliver the TIFIA Bond, and to carry out and consummate all transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of the Related Documents to which the Borrower is a party. (b) Officers Authorization. As of the Effective Date, the officers of the Borrower executing the Related Documents to which the Borrower is a party are duly and properly in office and fully authorized to execute the same. (c) Due Execution; Enforceability. Each of the TIFIA Loan Documents to which the Borrower is a party has been duly authorized, executed and delivered by the Borrower and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes the legal, valid and binding agreement of the Borrower enforceable in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law). (d) Non-Contravention. The execution and delivery of each of the Related Documents to which the Borrower is a party, the consummation of the transactions contemplated in such Related Documents and the fulfillment of or compliance with the terms and conditions of such Related Documents will not (i) conflict with the Borrower s Organizational Documents, or (ii) conflict in any material respect with, or constitute a violation, breach or default (with due notice or the passage of time or both) by the Borrower of or under, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, any other Related Document to which the Borrower is a party or any other indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower or the Dedicated Revenues. (e) Consents and Approvals. No consent or approval of any trustee, holder of any indebtedness of the Borrower or any other Person, and no consent, permission, authorization, WASSR01A - MSW 34

209 order or license of, or filing or registration with, any Governmental Authority is necessary in connection with (i) the execution and delivery by the Borrower of the Related Documents to which the Borrower is a party, except as have been obtained or made and as are in full force and effect, or (ii) (A) the consummation of any transaction on the part of the Borrower contemplated by the Related Documents or (B) the fulfillment of or compliance by the Borrower with the terms and conditions of the Related Documents to which the Borrower is a party, except as have been obtained or made and as are in full force and effect or as are ministerial in nature and can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed. (f) Litigation. As of the Effective Date, except as set forth in Schedule 14(f), to the Borrower s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court or other Governmental Authority, pending or threatened against or affecting the Project, the Metrorail Service District or the ability of the Borrower to enter into and deliver, or to perform its obligations under, any of the Related Documents. As of each other date on which the representations and warranties herein are made or confirmed, to the Borrower s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court or other Governmental Authority pending or threatened against or affecting (A) the Project, (B) the Metrorail Service District, (C) the Borrower or (D) the ability of the Borrower to enter into and deliver, or to perform its obligations under, any of the Related Documents, which in any case of clause (A), (B), (C) or (D), (x) could reasonably be expected to result in a Material Adverse Effect or (y) could reasonably be expected to adversely affect the Borrower s ability to receive Dedicated Revenues in amounts sufficient to meet the financial projections contained in the Base Case Financial Model with respect thereto. (g) Security Interests. The Borrower is not in breach of any covenants set forth in Section 16(a) or in the Trust Agreement Documents with respect to the validity, perfection and priority of the Liens on the Trust Estate purported to be established by the Trust Agreement and created in favor of the Trustee for the benefit of all Bond Owners. (h) No Debarment. Neither the Borrower nor any of its principals (as defined in 2 C.F.R ) is debarred, suspended or voluntarily excluded from participation in Government contracts, procurement or non-procurement matters or delinquent on a Government debt as more fully set forth in the certificate delivered in substantially the form of Exhibit C. (i) Accuracy of Representations and Warranties. The representations, warranties and certifications of the Borrower set forth in this Agreement and the other Related Documents to which the Borrower is a party are true and accurate, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (j) No Defaults. The Borrower is not in default under the terms of any Related Document to which the Borrower is a party, and no event has occurred or condition exists which, with due notice or lapse of time or both, would constitute an Event of Default. (k) Related Documents. All conditions precedent to the obligations of the Borrower under each Related Document to which the Borrower is a party have been satisfied WASSR01A - MSW 35

210 The Borrower has delivered to the TIFIA Lender a fully executed and complete copy of each such Related Document (including all exhibits, schedules and other attachments) that is in effect, including any amendments or modifications thereto and any related credit support instruments or side letters. No event has occurred that gives the Borrower or, to the Borrower s knowledge, any other party to a Related Document, the right to terminate any such Related Document. The Borrower is not in breach of any material term in or in default under any of such agreements or contracts and, to the knowledge of the Borrower, no party to any of such agreements or contracts is in breach of any material term therein or in default thereunder. (l) Information. The information furnished by the Borrower to the TIFIA Lender, when taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading as of the date made or furnished; provided that no representation or warranty is made with regard to projections or other forward-looking statements provided by or on behalf of Loudoun County (including the Base Case Financial Model, any Revised Financial Model and the assumptions therein). (m) OFAC. The Borrower (i) is not in violation of: (A) any applicable antimoney laundering laws, including those contained in the Bank Secrecy Act of 1970, as amended, and the regulations promulgated thereunder; (B) any applicable economic sanction laws administered by OFAC or by the United States Department of State; or (C) any applicable antidrug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal; and (ii) is not a Person (1) that is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any such laws; (2) that has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited under any such laws; (3) that is named on the list of Special Designated Nationals or Blocked Persons maintained by OFAC (or any successor United States government office or list), or any similar list maintained by the United States Department of State (or any successor United States government office or list); (4) with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Agreement and the other Related Documents under any other applicable law; (5) that is owned, controlled by, or affiliated with any Person identified in clause (1), (2), (3) or (4) of this clause (ii); or (6) that is in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic sanctions, laundering and anti-corruption laws of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business. (n) Compliance with Law. The Borrower is in compliance in all material respects with, and has conducted (or caused to be conducted) its business and governmental functions and operations in compliance in all material respects with, all applicable laws. No notices of violation of any applicable law have been issued, entered or received by the Borrower that could reasonably be expected to result in a Material Adverse Effect WASSR01A - MSW 36

211 (o) Title. The Borrower has valid legal and beneficial title to the assets and revenues on which it purports to grant Liens pursuant to the Trust Agreement Documents, in each case free and clear of any Lien of any kind, except for Permitted Liens. (p) No Liens. Except for Permitted Liens, the Borrower has not created, and is not under any obligation to create, and has not entered into any transaction or agreement that would result in the imposition of, any Lien upon any of the Available Revenues or Dedicated Revenues or upon the Project. (q) Investment Company Act. The Borrower is not, and after applying the proceeds of the TIFIA Loan will not be, required to register as an investment company within the meaning of the Investment Company Act of 1940, as amended, and is not controlled by a company required to register as an investment company under the Investment Company Act of 1940, as amended. (r) Taxes. The Borrower is not required to file tax returns with any Governmental Authority. (s) ERISA. Neither Borrower nor any ERISA Affiliate maintains or otherwise has any liability in respect of any plan or other arrangement that is subject to ERISA or Section 412 of the Code. (t) Other Transactions. Other than the Related Documents, the Borrower is not a party to any material contract, transaction or series of transactions relating to the Project or the Metrorail Service District. (u) Patriot Act. The Patriot Act is not applicable to the Borrower. SECTION 14A. Representations and Warranties of Loudoun County. Loudoun County hereby represents and warrants that, as of the Effective Date, and, as to each of the representations and warranties below other than those contained in clauses (b) and (l) of this Section, as of each date on which any disbursement of the TIFIA Loan is requested or made: (a) Organization; Power and Authority. Loudoun County is a political subdivision of the State, validly existing and in good standing, has full legal right, power and authority to enter into the Related Documents to which Loudoun County is a party then in existence, and to carry out and consummate all transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of the Related Documents to which Loudoun County is a party. (b) Officers Authorization. As of the Effective Date, the officers of Loudoun County executing the Related Documents to which Loudoun County is a party are duly and properly in office and fully authorized to execute the same. (c) Due Execution; Enforceability. Each of the TIFIA Loan Documents to which Loudoun County is a party has been duly authorized, executed and delivered by Loudoun County and, assuming the due authorization, execution and delivery thereof by the other parties WASSR01A - MSW 37

212 thereto, constitutes the legal, valid and binding agreement of Loudoun County enforceable in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law). (d) Non-Contravention. The execution and delivery of each of the Related Documents to which Loudoun County is a party, the consummation of the transactions contemplated in such Related Documents and the fulfillment of or compliance with the terms and conditions of such Related Documents will not (i) conflict with the applicable laws that are the basis for the existence and authority of Loudoun County, or conflict in any material respect with, or constitute a violation, breach or default (with due notice or the passage of time or both) by Loudoun County of or under, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, any other Related Document to which Loudoun County is a party or any other indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which Loudoun County is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Loudoun County or the Dedicated Revenues. (e) Consents and Approvals. No consent or approval of any trustee, holder of any indebtedness of Loudoun County or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any Governmental Authority is necessary in connection with (i) the execution and delivery by Loudoun County of the Related Documents to which Loudoun County is a party, except as have been obtained or made and as are in full force and effect, or (ii)(a) the consummation of any transaction on the part of Loudoun County contemplated by the Related Documents or (B) the fulfillment of or compliance by Loudoun County with the terms and conditions of the Related Documents to which Loudoun County is a party, except as have been obtained or made and as are in full force and effect or as are ministerial in nature and can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed. (f) Litigation. As of the Effective Date, except as set forth in Schedule 14A(f), to Loudoun County s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court or other Governmental Authority, pending or threatened against or affecting the Project, the Metrorail Service District or the ability of Loudoun County to enter into and deliver, or to perform its obligations under, any of the Related Documents. As of each other date on which the representations and warranties herein are made or confirmed, to Loudoun County s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court or other Governmental Authority pending or threatened against or affecting (A) the Project, (B) the Metrorail Service District, (C) Loudoun County or (D) the ability of Loudoun County to enter into and deliver, or to perform its obligations under, any of the Related Documents, which in any case of clause (A), (B), (C) or (D), (x) could reasonably be expected to result in a Material Adverse Effect or (y) could reasonably be expected to adversely affect the Borrower s ability to receive Dedicated Revenues in amounts sufficient to meet the financial projections contained in the Base Case Model with respect thereto WASSR01A - MSW 38

213 (g) Security Interests. The Trust Agreement establishes, in favor of the Trustee for the benefit of all Bond Owners, including the TIFIA Lender, the valid and perfected (to the extent such concept is relevant under applicable law) Liens on the Trust Estate which it purports to create; such Liens are in full force and effect and are not subordinate to any other Liens in respect of the Trust Estate except to the extent such other Liens are entitled to priority as a matter of law. From and after the initial disbursement hereunder, (i) all documents and instruments have been recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable has been taken to establish the Trustee s Lien in and to the Trust Estate (for the benefit of the Secured Parties) to the extent contemplated by the Trust Agreement, (ii) the Borrower has complied with all requirements of the laws of the State to lawfully perfect the Trustee s Lien in and to the Trust Estate (except to the extent no actions are required to perfect such Liens pursuant to the laws of the State) and (iii) all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any Trust Agreement Documents have been paid. (h) No Debarment. Neither Loudoun County nor any of its principals (as defined in 2 C.F.R ) is debarred, suspended or voluntarily excluded from participation in Government contracts, procurement or non-procurement matters or delinquent on a Government debt as more fully set forth in the certificate delivered in substantially the form of Exhibit C. (i) Accuracy of Representations and Warranties. The representations, warranties and certifications of Loudoun County set forth in this Agreement and the other Related Documents to which Loudoun County is a party are true and accurate, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (j) Credit Ratings. The TIFIA Loan has received an Investment Grade Rating from at least two (2) Nationally Recognized Rating Agencies, and written evidence of each such rating has been provided to the TIFIA Lender prior to the Effective Date, and no such rating has been reduced, withdrawn or suspended as of the Effective Date. (k) No Defaults. Loudoun County is not in default under the terms of any Related Document to which Loudoun County is a party, and no event has occurred or condition exists which, with due notice or lapse of time or both, would constitute an Event of Default. (l) Related Documents. Each Related Document to which Loudoun County or the Borrower is a party is in full force and effect and all conditions precedent to the obligations of the respective parties under each Related Document to which it is a party have been satisfied. Loudoun County has delivered to the TIFIA Lender a fully executed and complete copy of each such Related Document (including all exhibits, schedules and other attachments) that is in effect, including any amendments or modifications thereto and any related credit support instruments or side letters. No event has occurred that gives Loudoun County or, to Loudoun County s knowledge, any other party to a Related Document, the right to terminate any such Related Document. Loudoun County is not in breach of any material term in or in default under any of such agreements or contracts and, to the knowledge of Loudoun County, no WASSR01A - MSW 39

214 party to any of such agreements or contracts is in breach of any material term therein or in default thereunder. (m) Information. The information furnished by Loudoun County to the TIFIA Lender, when taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading as of the date made or furnished; provided that no representation or warranty is made with regard to projections or other forward-looking statements provided by or on behalf of Loudoun County (including the Base Case Financial Model, any Revised Financial Model and the assumptions therein) except that the assumptions in the Base Case Financial Model and any Revised Financial Model were reasonable in all material respects when made. (n) OFAC. Loudoun County (i) is not in violation of: (A) any applicable anti-money laundering laws, including those contained in the Bank Secrecy Act of 1970, as amended, and the regulations promulgated thereunder; (B) any applicable economic sanction laws administered by OFAC or by the United States Department of State; or (C) any applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal; and (ii) is not a Person (1) that is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any such laws; (2) that has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited under any such laws; (3) that is named on the list of Special Designated Nationals or Blocked Persons maintained by OFAC (or any successor United States government office or list), or any similar list maintained by the United States Department of State (or any successor United States government office or list); (4) with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Agreement and the other Related Documents under any other applicable law; (5) that is owned, controlled by, or affiliated with any Person identified in clause (1), (2), (3) or (4) of this clause (ii); or (6) that is in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic sanctions, laundering and anti-corruption laws of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business. (o) Compliance with Law. Loudoun County is in compliance in all material respects with, and has conducted (or caused to be conducted) its business and governmental functions and operations in compliance in all material respects with, all applicable laws. No notices of violation of any applicable law have been issued, entered or received by Loudoun County that could reasonably be expected to result in a Material Adverse Effect. (p) No Liens. Except for Permitted Liens, Loudoun County has not created, and is not under any obligation to create, and has not entered into any transaction or agreement that would result in the imposition of, any Lien upon any of the Available Revenues or Dedicated Revenues or upon the Project. (q) Investment Company Act. Loudoun County is not, and after applying the proceeds of the TIFIA Loan will not be, required to register as an investment company within WASSR01A - MSW 40

215 the meaning of the Investment Company Act of 1940, as amended, and is not controlled by a company required to register as an investment company under the Investment Company Act of 1940, as amended. (r) Financial Statements. Each income statement, balance sheet and statements of operations and cash flow (collectively, Financial Statements ) delivered to the TIFIA Lender pursuant to Section 22(d) has been prepared in accordance with GAAP and presents fairly, in all material respects, the financial condition of such Person as of the respective dates of the balance sheets included therein and the results of operations of such Person for the respective periods covered by the statements of income included therein. Except as reflected in such Financial Statements, there are no liabilities or obligations of such Person of any nature whatsoever for the period to which such Financial Statements relate that are required to be disclosed in accordance with GAAP. (s) Taxes. Loudoun County is not required to file tax returns with any Governmental Authority. (t) ERISA. Neither Loudoun County nor any ERISA Affiliate maintains or otherwise has any liability in respect of any plan or other arrangement that is subject to ERISA or Section 412 of the Code. (u) Other Transactions. As of the Effective Date, Loudoun County is not a party to any material contract, transaction or series of transactions relating to the Project or the Metrorail Service District other than the Related Documents and the Funding Agreements. (v) Sufficient Funds. The aggregate of all funds that are (i) drawn or undrawn but committed, or reasonably expected to be available, under the Trust Agreement Documents and this Agreement, and (ii) available under any other unused funding that is committed or reasonably expected to be available, will be sufficient for Loudoun County to fund the Required Percentage of the sum of all Eligible Project Costs and other amounts necessary to achieve Substantial Completion. (w) (x) [Reserved]. Patriot Act. The Patriot Act is not applicable to Loudoun County. SECTION 15. Representations and Warranties of TIFIA Lender. The TIFIA Lender represents and warrants that: (a) Power and Authority. The TIFIA Lender has all requisite power and authority to make the TIFIA Loan and to perform all transactions contemplated by the Related Documents to which it is a party. (b) Due Execution; Enforceability. The Related Documents to which it is a party have been duly authorized, executed and delivered by the TIFIA Lender, and are legally valid and binding agreements of the TIFIA Lender, enforceable in accordance with their terms WASSR01A - MSW 41

216 (c) Officers Authorization. The officers of the TIFIA Lender executing each of the Related Documents to which the TIFIA Lender is a party are duly and properly in office and fully authorized to execute the same on behalf of the TIFIA Lender. SECTION 16. Affirmative Covenants. As applicable, the Borrower Related Parties covenant and agree as follows until the date the obligations of the Borrower and Loudoun County under this Agreement are paid in full and the TIFIA Lender no longer has any commitment to make disbursements to the Borrower, unless the TIFIA Lender waives compliance in writing: (a) Securing Liens. The Borrower shall at any and all times, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning, securing and confirming the Liens in and to the Trust Estate (whether now existing or hereafter arising) granted to the Trustee for the benefit of the TIFIA Lender and any other Bondholders pursuant to the Trust Agreement, or intended so to be granted pursuant to the Trust Agreement, or which the Borrower may become bound to grant, and the Trust Estate is and will be free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto that has priority over, or equal rank with, the Liens created by the Trust Agreement, other than as permitted by such documents or by this Agreement, and all corporate action on the part of the Borrower to that end shall be duly and validly taken at such times. The Borrower shall at all times, to the extent permitted by law, defend, preserve and protect the Liens on the Trust Estate granted pursuant to the Trust Agreement and all the rights of the Trustee for the benefit of the TIFIA Lender under the Trust Agreement against all claims and demands of all Persons whomsoever, subject to Permitted Liens. (b) Copies of Documents. Loudoun County shall furnish to the TIFIA Lender a copy of any draft or final offering documents (including any Supplemental Trust Agreement) and cash flow projections prepared in connection with the incurrence of any proposed Permitted Debt or any proposed indebtedness subject to the approval of the TIFIA Lender, prior to the incurrence of any such Permitted Debt or other indebtedness, as well as copies of any continuing disclosure documents, prepared by or on behalf of the Borrower or Loudoun County in connection with the incurrence of such Permitted Debt, in each case promptly following the preparation or filing thereof. Except as otherwise agreed by the TIFIA Lender in writing, Loudoun County will provide to the TIFIA Lender (i) copies of any draft documents relating to the incurrence of Permitted Debt (other than equipment leases and trade accounts, if any) at least thirty (30) days prior to the effective date thereof and (ii) copies of fully executed or final versions of such documentation within ten (10) days following execution or completion thereof. (c) Use of Proceeds. The Borrower and Loudoun County shall use the proceeds of the TIFIA Loan solely, on behalf of Loudoun County, to reimburse MWAA in accordance with the Funding Agreements for MWAA s prior payment of Eligible Project Costs incurred in connection with Phase 2. No proceeds from the TIFIA Loan will be used to fund the Parking Facilities WASSR01A - MSW 42

217 (d) Notice. Loudoun County shall, within five (5) Business Days after the Borrower or Loudoun County obtains actual knowledge of the occurrence, give the TIFIA Lender notice of any of the following events, setting forth details of such event: (i) Events of Default: any Event of Default or any event that, with the giving of notice or the passage of time or both, would constitute an Event of Default; (ii) Litigation: (1) any material litigation, suit or action filed or threatened in writing, by or before any arbitrator or Governmental Authority, or the delivery to the Borrower or Loudoun County of any written claim, that could reasonably be expected to have a Material Adverse Effect, and any material changes in the status of such litigation, suit, action or claim and (2) any material notices or filings delivered to or made by the Borrower or Loudoun County in respect of any action, petition, suit or proceeding listed in Schedule 14(f) or Schedule 14A(f); (iii) Appropriation of Additional Appropriated Funds: if the County Administrator of Loudoun County (or such other relevant official or employee) seeks appropriation of, or if Loudoun County shall at any time budget, appropriate or pay over to the Trustee any Additional Appropriated Funds; (iv) Defaults: any material breach or default or event of default on the part of any Borrower Related Party or any other party under any Related Document; (v) Contribution Failures: any failure by Loudoun County to make a contribution of funds towards Total Project Costs for Phase 2 substantially in the amount and as and when indicated in (A) the Base Case Financial Model or (B) any Revised Financial Model that has been approved in writing by the TIFIA Lender; (vi) Appropriation Failure: (A) any failure or delay by the County Administrator of Loudoun County (or such other relevant official or employee) to seek appropriation of, or any failure or delay by the Board of Supervisors of Loudoun County to timely appropriate all Dedicated Revenues that have not been previously appropriated and to pay over to the Trustee all Available Revenues, as of any Turnover Date, in amounts necessary to meet any Debt Service as of the next Semi- Annual Payment Date or other payment date in respect of the TIFIA Bond or any Trust Agreement Obligations or (B) any failure or delay by the County Administrator of Loudoun County (or such other relevant official or employee) to seek appropriation of, or any failure or delay by the Board of Supervisors of Loudoun County to timely appropriate all Dedicated Revenues that have not been previously appropriated and to pay over to the Trustee Additional Appropriated Funds in amounts sufficient to cover any Special Tax Revenues Deficiency; WASSR01A - MSW 43

218 (vii) Other Adverse Events: the occurrence of any other event or condition that could reasonably be expected to result in a Material Adverse Effect. (viii) Material Transactions: any material contract, transaction or series of transactions relating to Phase 2 of the Project entered into by Loudoun County after the Effective Date. (e) Remedied Action. Within thirty (30) calendar days after the Borrower or Loudoun County learns of the occurrence of an event specified in Section 16(d), a County s Authorized Representative shall provide a statement to the TIFIA Lender, setting forth the actions Loudoun County proposes to take with respect thereto. (f) SAMS Number. The Borrower shall, promptly after the Effective Date, obtain a number from the Federal System for Award Management (formerly the federal Central Contractor Registry). (g) Annual Rating. Loudoun County shall, commencing in 2015, no later than the last Business Day of June of each year during the term of the TIFIA Loan, at no cost to the TIFIA Lender, provide to the TIFIA Lender a public rating on the Trust Agreement Obligations and on the TIFIA Loan by a Nationally Recognized Rating Agency, together with the rating report or letter delivered by such Nationally Recognized Rating Agency in connection with each such rating, in each case prepared no earlier than May 1 of such year. (h) Project Accounts. (i) The Borrower shall maintain the Revenue Stabilization Subfund in an amount equal to the Revenue Stabilization Subfund Requirement in accordance with the provisions of the Trust Agreement. Amounts in the Revenue Stabilization Subfund shall be made available to ensure the timely payment of Debt Service on the Trust Agreement Obligations and on the TIFIA Loan. Subject to Section 17(i), the Borrower may replace all or a portion of the required balance of each such account with a Qualified Credit Facility provided by a Qualified Credit Provider, in accordance with the terms of the Supplemental Trust Agreement entered into to provide for and accommodate such Credit Facility. (ii) The Borrower shall cause all Reserve Accounts not expressly referenced in clause (i) of this Section 16(h) to be funded in such amounts and under such conditions as are required by the Trust Agreement Documents and this Agreement. (iii) The Borrower shall cause all Available Revenues to be deposited into the District Project Fund. (iv) From and after the Level Payment Commencement Date and until the Final Maturity Date, the Borrower shall use not less than the Prorated Portion of the amounts on deposit in the Surplus Subfund as of any Semi-Annual Payment Date after giving effect to the payments and deposits in clauses FIRST through WASSR01A - MSW 44

219 SIXTH of Section 502 of the Trust Agreement (as set forth in Exhibit I) on such date solely to pay TIFIA Debt Service in accordance with Section 10(a)(i). Amounts on deposit in the Project Accounts shall be held uninvested or invested in Permitted Investments. Any such Permitted Investments must mature or be redeemable at the election of the holder not more than one (1) year from the date of the creation thereof or, if earlier, the earliest date by which the funds invested in such Permitted Investments may be required to be disbursed from the applicable Project Account or Subfund in accordance with the terms of any TIFIA Loan Document or Trust Agreement Document, which, for purposes of any Reserve Account created for Debt Service, shall be the date of the next payment with respect to Trust Obligations supported by such Reserve Account. (i) Special Tax Revenues. While recognizing that it is not empowered to make any binding commitment to levy or collect the Special Improvements Tax or to pay over Special Tax Revenues in Loudoun County Fiscal Years commencing subsequent to the Effective Date, Loudoun County hereby: (i) states its intent as of the Effective Date to make such levy and to collect the Special Improvements Tax in future Loudoun County Fiscal Years at the same time, in the same manner and with equal priority as Loudoun County real estate taxes that are levied and collected as of the Effective Date; (ii) recommends that, in the future, Loudoun County assess, levy and collect the Special Improvements Tax and pay over Special Tax Revenues to the Trustee; and (iii) covenants, by and through the County Administrator of Loudoun County, to budget and seek appropriation of all Special Tax Revenues and all amounts intended to constitute Additional Appropriated Funds sufficient to cover any Special Tax Revenues Deficiency. (j) Funds from Loudoun County. (i) Loudoun County shall utilize Dedicated Revenues and other available funds to pay for Total Project Costs for Phase 2 such that at any time Loudoun County s contribution of funds for Total Project Costs for Phase 2, together with contributions of other amounts by Loudoun County for Total Project Costs for Phase 2, is no less than the Required Percentage of Total Project Costs incurred to date for Phase 2. (ii) If (A) Loudoun County fails to contribute any material amount of funds as and when indicated in (I) the Base Case Financial Model or (II) any Revised Financial Model that has been approved in writing by the TIFIA Lender or (B) an appropriation by Loudoun County sufficient to cover any Special Tax Revenues Deficiency has not been made available to the Borrower, or has been delayed, as of any Turnover Date, then Loudoun County shall notify the TIFIA in writing pursuant to Section 16(d)(v) or Section 16(d)(vi), as applicable, and shall promptly, and in any event within forty-five (45) days after such contribution or appropriation failure, deliver to the TIFIA Lender a Revised Financial Model that reflects adequate funds are available to Loudoun County to pay for the Required Percentage of Total Project Costs for Phase 2, together with documentary evidence reasonably satisfactory to the TIFIA Lender with respect to the commitment, appropriation, allocation and/or funding of such additional amounts as may be necessary to replace the funds that were not contributed by Loudoun WASSR01A - MSW 45

220 County in accordance with the Base Case Financial Model, including any Special Tax Revenues Deficiency. (k) OFAC Compliance. No Borrower Related Party shall (nor shall it knowingly permit any other Borrower Related Party to) (i) violate (A) any applicable anti-money laundering laws, including those contained in the Bank Secrecy Act, (B) any applicable economic sanction laws administered by OFAC or by the United States Department of State, or (C) any applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal; or (ii) be a Person (A) that is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any such laws, (B) that has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited under any such laws, (C) that is named on the list of Special Designated Nationals or Blocked Persons maintained by OFAC (or any successor United States government office or list), or any similar list maintained by the United States Department of State (or any successor United States government office or list), (D) with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Agreement and the other Related Documents under any other applicable law, (E) that is owned, controlled by, or affiliated with any Person identified in clause (A), (B), (C) or (D) of this clause (ii), or (F) is in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic sanctions, anti-money laundering and anti-corruption laws of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business. (l) Related Documents. The Borrower and Loudoun County shall comply, in all material respects, with each Related Document. SECTION 17. Negative Covenants. The Borrower Related Parties, as applicable, covenant and agree as follows until the date the obligations of the Borrower and Loudoun County under this Agreement are paid in full and the TIFIA Lender no longer has any commitment to make disbursements to the Borrower, unless the TIFIA Lender waives compliance in writing: (a) Indebtedness. (i) Except for Permitted Debt, the Borrower shall not without the prior written consent of the TIFIA Lender issue or incur indebtedness of any kind secured in whole or in part by Special Tax Revenues or Available Revenues or, except in connection with Permitted Debt, enter into a Supplemental Trust Agreement or any other indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to evidence or otherwise provide for the issuance or incurrence of any indebtedness secured in whole or in part by Special Tax Revenues or Available Revenues; provided, that the Borrower shall not issue or incur any indebtedness secured in whole or in part by Special Tax Revenues or Available Revenues or any indebtedness on behalf of Loudoun County, including Permitted Debt, without the prior written consent of the TIFIA Lender, (A) following the occurrence of and during the continuation WASSR01A - MSW 46

221 of an Event of Default and (B) unless, prior to the issuance or incurrence, as applicable, of such indebtedness, the Borrower has delivered to the TIFIA Lender written confirmation from each Nationally Recognized Rating Agency that has then provided the most recent ratings of the Trust Agreement Obligations and the TIFIA Loan, including in accordance with Section 16(g), that such issuance or incurrence, as applicable, will not cause the then-existing credit rating of the TIFIA Loan immediately prior to such issuance or incurrence, as applicable, to be lowered or withdrawn after such issuance or incurrence, as applicable. Prior to the incurrence of Permitted Debt described in clause (b) or (c) of the definition thereof, the Borrower shall provide to the TIFIA Lender a certificate signed by a Borrower s Authorized Representative, certifying that such proposed Additional Trust Agreement Obligations or Qualified Credit Facilities, as applicable, satisfy each of the applicable requirements under this Section 17(a). (ii) Except for any payment or prepayment of Bond Anticipation Obligations with Special Tax Revenues prior to the Level Payment Commencement Date, the Borrower shall not repay, prepay, defease, purchase for cancellation or retire Trust Agreement Obligations or take any other action such that no Trust Agreement Obligations would remain outstanding as a result of such repayment, prepayment, defeasance, purchase, retirement or other action, in each case without the prior written consent of the TIFIA Lender; provided, that nothing in this Section 17(a)(ii) shall limit or interfere with the Borrower s right to make debt service payments with respect to such Trust Agreement Obligations in accordance with the amortization schedule or redemption obligations in effect as of the date such Trust Agreement Obligations were issued or incurred. The Borrower shall not amend or modify any Trust Agreement Document so as to accelerate the maturity date of any Trust Agreement Obligations without the prior written consent of the TIFIA Lender. (iii) Except for any prepayment of Bond Anticipation Obligations with Special Tax Revenues prior to the Level Payment Commencement Date, the Borrower shall not make any voluntary prepayments with respect to any Trust Agreement Obligations unless the TIFIA Loan is simultaneously prepaid in a ratable amount in accordance with Section 10(b). (iv) The Borrower shall not issue any Variable Interest Rate Trust Obligations without the prior written consent of the TIFIA Lender. (b) No Lien Extinguishment or Adverse Amendments. No Borrower Related Party shall, the Borrower shall not authorize any Person to, and Loudoun County shall not permit any Person to, without the prior written consent of the TIFIA Lender, either (i) extinguish or impair the Liens on the Trust Estate, (ii) amend, modify or supplement any Related Document to which such Borrower Related Party is a party in a manner that could adversely affect the TIFIA Lender (in the TIFIA Lender s determination) in connection with the TIFIA Loan or (iii) waive or permit a waiver of any provision of any Related Document to which such Borrower Related Party is a party in a manner that could adversely affect the TIFIA Lender (in the TIFIA Lender s determination) in connection with the TIFIA Loan. Except as otherwise agreed by the TIFIA Lender in writing, each Borrower Related Party will provide to the TIFIA Lender (x) copies of any proposed amendments to any Related Document to which it is a party at WASSR01A - MSW 47

222 least thirty (30) days prior to the effective date thereof and (y) copies of fully executed amendments made to any Related Document to which it is a party within ten (10) days following execution thereof. (c) Restricted Transfers. The Borrower shall not authorize, and Loudoun County shall not permit, any amount on deposit in the Revenue Stabilization Subfund to be used for any purpose other than payments of Debt Service on the Trust Agreement Obligations and on the TIFIA Loan. (d) No Prohibited Sale or Assignment. Except for Permitted Liens, the Borrower shall not sell or assign its rights in and to the Dedicated Revenues, or its rights and obligations under any Related Document. (e) Material Transactions. Neither the Borrower nor Loudoun County shall engage in any material transactions in respect of Special Tax Revenues or otherwise relating to the Project with any Person except transactions at prices and on terms and conditions on an arm s-length basis. (f) Organizational Documents; Fiscal Year. Neither the Borrower nor Loudoun County shall at any time (i) amend or modify its Organizational Documents (other than any amendment or modification that is not adverse to the interests of any Secured Party under the TIFIA Loan Documents or the Trust Agreement Documents or in the Trust Estate) or (ii) adopt any fiscal year other than the Borrower Fiscal Year or the County Fiscal Year, as applicable, except, in each case of clause (ii), with thirty (30) days prior written notice to the TIFIA Lender. (g) No Liens. Except for Permitted Liens, no Borrower Related Party shall create, incur or assume, the Borrower shall not authorize to exist, and Loudoun County shall not permit to exist, any Lien on the Available Revenues or Dedicated Revenues or rights in respect of any thereof. (h) Hedge Transactions. Neither the Borrower nor Loudoun County shall enter into any Hedging Transaction with respect to the Trust Agreement Obligations. (i) Credit Facilities. (i) The Borrower shall not enter into any Credit Facility without the TIFIA Lender s prior written consent. (ii) If at any time a Credit Provider no longer satisfies the requirements for a Qualified Credit Provider, the Borrower shall cause such disqualified Credit Provider to be replaced by a Qualified Credit Provider within ten (10) Business Days of the date on which such Credit Provider failed to qualify as a Qualified Credit Provider, whether by means of a transfer of the disqualified Credit Provider s Credit Facility to a Qualified Credit Provider or by means of a termination of such disqualified Credit Provider s Credit Facility and replacement thereof by a Credit Facility with a Qualified Credit Provider on terms and conditions that satisfy the requirements of this Section 17(i) WASSR01A - MSW 48

223 (j) Parking Facilities Funding. Loudoun County shall not take, or permit any other Person to take, any action which results or could reasonably be expected to result in all or any portion of the development, design, construction, operation and/or maintenance of the Parking Facilities to constitute part of the Project to be funded pursuant to the 2007 Funding Agreement, including in accordance with Section 3.2(d) of the 2011 MOA. SECTION 18. [Reserved]. SECTION 19. Sale of TIFIA Loan. The TIFIA Lender shall not sell the TIFIA Loan at any time prior to the Substantial Completion Date. After such date, the TIFIA Lender may sell the TIFIA Loan to another entity or reoffer the TIFIA Loan into the capital markets only in accordance with the provisions of this Section. Such sale or reoffering shall be on such terms as the TIFIA Lender shall deem advisable. However, in making such sale or reoffering the TIFIA Lender shall not change the terms and conditions of the TIFIA Loan without the prior written consent of the Borrower and Loudoun County. The TIFIA Lender shall provide (a) at least sixty (60) days prior to any sale or reoffering of the TIFIA Loan, written notice to the Borrower and Loudoun County to the effect that the TIFIA Lender is considering the sale or reoffering of the TIFIA Loan and (b) at least thirty (30) days prior to any sale or reoffering of the TIFIA Loan, written notice to the Borrower and Loudoun County confirming TIFIA Lender s intention to consummate such a sale or reoffering; provided, however, that no such notice shall be required during the continuation of any Event of Default. The provision of any notice pursuant to this Section shall not (x) obligate the TIFIA Lender to sell nor (y) provide the Borrower or Loudoun County with any rights or remedies in the event the TIFIA Lender, for any reason, does not sell the TIFIA Loan. SECTION 20. Events of Default and Remedies. (a) An Event of Default shall exist under this Agreement if: (i) Payment Default. The Borrower shall fail to pay any of the principal amount of or interest on the TIFIA Loan (including TIFIA Debt Service required to have been paid pursuant to Section 9, and any mandatory prepayment required pursuant to Section 10(a)), when and as the payment thereof shall be required under this Agreement or the TIFIA Bond or on the Final Maturity Date (each such failure, a Payment Default ); (ii) Covenant Default. Any Borrower Related Party shall fail to observe or perform any covenant, agreement or obligation of such Borrower Related Party under this Agreement, the TIFIA Bond or any other TIFIA Loan Document (other than any Payment Default), and such failure shall not be cured within thirty (30) days after (A) receipt by the Borrower and Loudoun County from the TIFIA Lender of written notice thereof or (B) the TIFIA Lender is notified of such failure, or should have been notified of such failure by Loudoun County, pursuant to the terms of this Agreement; provided, however, that if such failure is capable of cure but cannot reasonably be cured within such thirty (30) day period, then no Event of Default shall be deemed to have occurred or be continuing under this clause (ii) if and so long as within such thirty (30) day period the Borrower or Loudoun County shall commence actions WASSR01A - MSW 49

224 reasonably designed to cure such failure and shall diligently pursue such actions until such failure is cured; provided such failure is cured within one hundred eighty (180) days of the first occurrence of such failure; (iii) Contribution Failure. Loudoun County fails to make a contribution of funds towards Total Project Costs for Phase 2 substantially in the amount and as and when indicated in (A) the Base Case Financial Model or (B) any Revised Financial Model that has been approved in writing by the TIFIA Lender, in each case, other than a failure occasioned by an Event of Non-Appropriation; (iv) Misrepresentation Default. Any of the representations, warranties or certifications of any Borrower Related Party made in or delivered pursuant to the TIFIA Loan Documents (or in any certificates delivered by such Borrower Related Party in connection with the TIFIA Loan Documents) shall prove to have been false or misleading in any material respect when made; (v) Acceleration of Trust Agreement Obligations or Other Material Indebtedness. Any acceleration shall occur of the maturity of any indebtedness of any Borrower Related Party in an aggregate principal amount equal to or greater than $1,000,000 and that is senior to, or in parity with, the TIFIA Loan in right of payment or in right of security ( Other Material Indebtedness ), or any Trust Agreement Obligations or Other Material Indebtedness shall not be paid in full upon the final maturity thereof; (vi) Cross Default. (A) Any of the representations, warranties or certifications of any Borrower Related Party made in or delivered pursuant to any Trust Agreement Document, or any of the representations, warranties or certifications of any Borrower Related Party made in or delivered pursuant to the documents under which any Other Material Indebtedness shall be created or incurred (the Other Loan Documents ), shall prove to be false or misleading in any material respect (each a Misrepresentation Default ), or any default shall occur in respect of the performance of any covenant, agreement or obligation of any Borrower Related Party under the Trust Agreement Documents, or the performance of any covenant, agreement or obligation of any Borrower Related Party under the Other Loan Documents, and such default shall be continuing after the giving of any applicable notice and the expiration of any applicable grace period specified in the Trust Agreement Documents or the Other Loan Documents (as the case may be) with respect to such default (each a Covenant Default ), and, in the case of any such Misrepresentation Default or Covenant Default, such Borrower Related Party shall have failed to cure such Misrepresentation Default or Covenant Default or to obtain an effective written waiver thereof in accordance with the terms of such Trust Agreement Obligations or Other Material Indebtedness; (B) Any Borrower Related Party shall default in the timely performance of any covenant, agreement or obligation under any Related Document or any Related Document shall be terminated prior to its scheduled expiration (unless in any case such default or termination could not reasonably be expected to have a Material Adverse Effect), and such Borrower Related Party WASSR01A - MSW 50

225 shall have failed to cure such default or to obtain an effective written waiver thereof, or to obtain an effective revocation of such termination (as the case may be) within the cure periods, if any, provided under any such Related Document; (vii) Judgments. One or more judgments for the payment of money in an aggregate amount in excess of $1,000,000, paid or payable from Special Tax Revenues or Available Revenues and not otherwise covered by insurance, shall be rendered against any Borrower Related Party and the same shall remain undischarged or unreleased for a period of thirty (30) consecutive days during which execution shall not be effectively stayed; or (viii) Occurrence of a Bankruptcy Related Event. (A) A Bankruptcy Related Event shall occur with respect to the Borrower or (B) a Bankruptcy Related Event shall occur with respect to Loudoun County. Notwithstanding the foregoing, no Event of Default shall occur under clause (A) of this Section 20(a)(viii) solely as a result of the nonpayment of any conduit debt issued by the Borrower on behalf of any Person other than Loudoun County unless such nonpayment would have an effect under applicable law analogous to any of the events referred to in the definition of Bankruptcy Related Event or would otherwise have a Material Adverse Effect or could otherwise reasonably be expected to result in a Material Adverse Effect. (b) (i) Upon the occurrence of any Event of Default described in Section 20(a)(viii)(A), all obligations of the TIFIA Lender hereunder with respect to the disbursement of any undisbursed amounts of the TIFIA Loan shall automatically be deemed terminated. (ii) Upon the occurrence of any other Event of Default or any other event or circumstance that would constitute an Event of Default but for the operation of Section 41, the TIFIA Lender, by written notice to the Borrower and Loudoun County, may suspend or terminate all of its obligations hereunder with respect to the disbursement of any undisbursed amounts of the TIFIA Loan. (c) Whenever any Event of Default hereunder shall have occurred and be continuing, the TIFIA Lender shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of any sums due and unpaid hereunder or under the TIFIA Bond or the other TIFIA Loan Documents, and may prosecute any such judgment or final decree against the Borrower and collect in the manner provided by law out of the property of the Borrower available under the Trust Agreement the moneys adjudged or decreed to be payable, and the TIFIA Lender shall have all of the rights and remedies of a secured creditor under applicable law and may take such other actions at law or in equity as may appear necessary or desirable to collect all amounts payable by the Borrower under this Agreement, the TIFIA Bond or the other TIFIA Loan Documents then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the TIFIA Bond or the other TIFIA Loan Documents. (d) Whenever any Event of Default hereunder shall have occurred and be continuing or if any other event or circumstance that would constitute an Event of Default would have occurred and be continuing hereunder but for the operation of Section 41, the TIFIA Lender WASSR01A - MSW 51

226 may suspend or debar the Borrower or Loudoun County from further participation in any Government program administered by the TIFIA Lender and to notify other departments and agencies of such event or circumstance. (e) No action taken pursuant to this Section shall relieve the Borrower or Loudoun County from its obligations pursuant to this Agreement, the TIFIA Bond or the other TIFIA Loan Documents, all of which shall survive any such action. SECTION 21. Accounting and Audit Procedures; Inspections; Reports and Records. (a) Loudoun County shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all Project-related transactions (including any collection of Dedicated Revenues and TIFIA Loan requisitions received and disbursements made with regard to the Project), so that audits may be performed to ensure compliance with and enforcement of this Agreement. Loudoun County shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the TIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts outstanding under the Trust Agreement and this Agreement. The Borrower shall maintain all funds and accounts containing Available Revenues separate and apart from all other funds and accounts of the Borrower. While held by Loudoun County, Special Tax Revenues shall be separately accounted for from any other revenues or funds of Loudoun County. (b) So long as the TIFIA Bond or any portion thereof shall remain outstanding and until five (5) years after the TIFIA Bond shall have been paid in full, the TIFIA Lender shall have the right, upon reasonable prior notice, to visit and inspect any of the locations or properties of any Borrower Related Party that are relating to the Project and the TIFIA Loan, to examine their respective books of account and records relating to the Project and the TIFIA Loan, to make copies and extracts therefrom at the Borrower s expense, and to discuss the affairs, finances and accounts of any Borrower Related Party that are relating to the Project and the TIFIA Loan with, and to be advised as to the same by, their respective officers and employees and their respective independent public accountants (and by this provision each Borrower Related Party irrevocably authorizes its independent public accountants to discuss with the TIFIA Lender the affairs, finances and accounts of such Borrower Related Party that are relating to the Project and the TIFIA Loan, whether or not any representative of such Borrower Related Party is present, it being understood that nothing contained in this Section 21(b) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the TIFIA Lender may desire. The Borrower agrees to pay all out-of-pocket expenses incurred by the TIFIA Lender in connection with the TIFIA Lender s exercise of its rights under this Section 21(b) at any time when an Event of Default shall have occurred and be continuing. (c) Loudoun County shall maintain and retain all files of the Borrower Related Parties relating to the Project and the TIFIA Loan until five (5) years after the later of the date on which (i) all rights and duties hereunder and under the TIFIA Bond (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the TIFIA Loan or this Agreement is finally resolved or, if the TIFIA Lender has WASSR01A - MSW 52

227 reasonable cause to extend such date, a date to be mutually agreed upon by the TIFIA Lender, the Borrower and Loudoun County. Loudoun County shall provide to the TIFIA Lender in a timely manner all records and documentation relating to the Project that the TIFIA Lender may reasonably request from time to time (other than materials, which, if provided to the TIFIA Lender, would constitute a breach by Loudoun County or the Borrower of applicable law or a waiver by Loudoun County or the Borrower of the attorney-client privilege in respect of such information, and only for so long as such privilege shall apply). (d) Loudoun County shall provide to the TIFIA Lender, promptly after the sending or receipt thereof, copies of (i) all final reports, other final written materials and material correspondence, other than those that are non-substantial or ministerial in nature, sent to, or received from, any Nationally Recognized Rating Agency that has provided, or is being requested to provide, a rating on any indebtedness of the Borrower issued or incurred under the Trust Agreement or otherwise relating to the Project, (ii) all notices and other written communications, other than those that are non-substantive or ministerial in nature, received by it from the Trustee, (iii) all reports, notices and other written materials, other than those that are non-substantive or ministerial in nature, required to be sent to the Trustee under the Trust Agreement and (iv) all reports, notices or other written communications, other than those that are non-substantive or ministerial in nature, relating to the District Contract; unless, in each case, (x) the TIFIA Lender notifies the Borrower and Loudoun County that any such reports, notices and/or other written materials no longer need to be provided, (y) the provision of such reports, notices and/or other written materials to the TIFIA Lender would constitute a breach by Loudoun County or the Borrower of applicable law or (z) such reports, notices and/or other written materials are subject to the attorney-client privilege, and only for so long as such privilege shall apply. (e) The TIFIA Lender shall have the right to conduct from time to time independent financial and compliance audits of the Borrower or Loudoun County in accordance with the Single Audit Act of 1984, as amended, and Office of Management and Budget Circular A 133, Audits of State and Local Governments (as applicable), or as otherwise requested by the TIFIA Lender. Upon reasonable notice, the Borrower and Loudoun County shall cooperate fully in conducting audits and shall provide full access to any books, documents, papers or other records which are pertinent to the Project or the TIFIA Loan, to the Secretary, or the designee thereof, for necessary project or programmatic audits pursuant to 23 U.S.C. 603, 49 C.F.R , 31 U.S.C. 6503(h) and 31 U.S.C. 7503(b). SECTION 22. Financial Plan, Statements, and Reports. (a) Loudoun County shall provide to the TIFIA Lender, within sixty (60) days after the Effective Date and annually thereafter not later than ninety (90) days after the beginning of each County Fiscal Year, a Financial Plan. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model, including as to the contribution of funds towards Total Project Costs for Phase 2. The initial and each subsequent Financial Plan delivered hereunder shall be subject to approval by the TIFIA Lender and, for the period through the Substantial Completion Date, the FTA Regional Office and FHWA s Office of Innovative Program Delivery WASSR01A - MSW 53

228 (i) The Financial Plan shall be prepared in accordance with recognized financial reporting standards. (ii) The Financial Plan shall include: (A) a certificate signed by a County s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of Loudoun County s knowledge and belief; (B) a certificate signed by a County s Authorized Representative demonstrating that annual projected Dedicated Revenues shall be sufficient to meet the Loan Amortization Schedule; and (C) an electronic copy of a Revised Financial Model for the period from inception thereof through the Final Maturity Date, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the Dedicated Revenues and the Required Percentage of expenses of Phase 2, as of the most recent practicable date prior to the delivery of such Revised Financial Model. (iii) For the period through Substantial Completion, the Financial Plan shall: (A) provide the current estimate of the Required Percentage of the total cost of Phase 2 and of the remaining cost to complete Phase 2 (each of which may be based on information provided by MWAA); (B) provide current estimates of sources and uses of the Required Percentage of funds for the Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of Loudoun County s Project funding since the Base Case Financial Model as of the Effective Date and since the preceding Financial Plan; (C) provide an updated cash flow schedule showing annual cash needs to be funded by Loudoun County versus available revenue and funding to meet those needs and identify any potential revenue and funding shortfalls, and addressing contingency measures that will or may be taken to address any shortfalls, as provided by MWAA; and (D) based on the updated cash flow schedule, provide projected debt service coverage ratios for any Trust Agreement Obligations and the TIFIA Loan through the Final Maturity Date. (iv) For the period following Substantial Completion until repayment of the TIFIA Loan in full, the Financial Plan shall: (A) provide an updated cash flow schedule showing annual Dedicated Revenues and outflows (Debt Service (including TIFIA Debt Service (whether or not required to be paid pursuant to the provisions of Section 9)), replenishment of reserves and other uses) with a narrative identifying any potential revenue or funding shortfall and discussing contingency measures that will or may be taken to address any shortfalls; (B) provide current and estimated amounts of Dedicated Revenues received and the amounts deposited into each of the accounts and subaccounts established under the Trust Agreement and the amount disbursed from such funds and accounts and the balance in each of the funds and accounts; (C) provide an updated schedule of actual and projected Dedicated Revenues, showing actual and projected debt service coverage ratios for all Trust Agreement Obligations and the TIFIA Loan; (D) provide a non-binding schedule of then current Special Improvements Tax rates and planned or proposed increases in respect thereof; and (E) include a written narrative report explaining any variances in costs (which may be based on information provided by MWAA) or revenues since the Base Case Financial WASSR01A - MSW 54

229 Model and the preceding Financial Plan and describing in reasonable detail any material matters that may affect the future performance of the Borrower s obligations under this Agreement and the causes thereof. (b) Not later than one hundred twenty (120) days following Substantial Completion, Loudoun County shall deliver to the TIFIA Lender a report that includes an updated cash flow schedule and currently projected Total Debt Service Coverage Ratios for all County Fiscal Years during the term of the TIFIA Loan. (c) Loudoun County shall furnish to the TIFIA Lender: (i) as soon as available, but no later than sixty (60) days after the end of the first, second and third quarterly period of each County Fiscal Year, an unaudited income statement and balance sheet of Loudoun County as of the end of such period and the related unaudited statements of operations and changes in cash flow of Loudoun County for such period and for the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous period, certified by the chief executive officer or chief financial officer of Loudoun County or any County s Authorized Representative fairly stating in all material respects the financial condition of Loudoun County as at the end of such period and the results of its operations and its cash flows for such period (subject to normal year-end audit adjustments); and (ii) as soon as available, but no later than one hundred eighty (180) days after the end of each County Fiscal Year, a copy of Loudoun County s Comprehensive Annual Financial Report, containing the audited income statement and balance sheet of Loudoun County as of the end of such County Fiscal Year and the related audited statements of operations, changes in cash flow of Loudoun County for such County Fiscal Year, setting forth in each case in comparative form the figures for the previous County Fiscal Year, certified without a going concern or like qualification or exception, or qualification as to the scope of the audit, by Cherry, Bekaert LLP or any other Qualified Auditor selected by Loudoun County which auditor shall be identified to the TIFIA Lender in a notice from Loudoun County stating the name of the proposed auditor, together with supporting information regarding the qualifications of the proposed auditor, within thirty (30) Business Days following the appointment of a new auditor. (d) All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except for changes approved or required by the independent public accountants certifying such statements and disclosed therein). (e) Loudoun County shall furnish to the TIFIA Lender, together with each delivery of annual audited or interim unaudited financial statements of Loudoun County pursuant to Section 22(c), a certificate signed by the chief executive officer or chief financial officer of Loudoun County or any County s Authorized Representative, stating whether or not, to Loudoun County s knowledge, during the quarterly or annual period (as the case may be) covered by such financial statements, there occurred any Event of Default or event which, with notice or lapse of WASSR01A - MSW 55

230 time or both, would become an Event of Default, and, if any such Event of Default or other event shall have occurred during such period, the nature of such Event of Default or other event and the actions that the Borrower or Loudoun County has taken or intends to take in respect thereof. (f) Loudoun County shall obtain financial and compliance audits performed as required by the Single Audit Act Amendments of 1996, 31 U.S.C et seq. SECTION 23. Oversight and Monitoring. Loudoun County shall furnish to the TIFIA Lender: (a) Incurrence of Indebtedness. On or before the third (3 rd ) Business Day following the end of any calendar month during which the Borrower or Loudoun County incurs any indebtedness for borrowed money in connection with the Project, Loudoun County shall provide a report executed by a County s Authorized Representative setting forth (i) the amount of each such issuance or borrowing and (ii) a detailed breakdown, in form and substance satisfactory to the TIFIA Lender, of the uses of proceeds from such issuances or borrowings. (b) Contributions from Loudoun County. On or before the third (3 rd ) Business Day following the end of any calendar month during which Loudoun County receives a request for or makes any contributions of funds or property in connection with the Project, Loudoun County shall provide a report executed by a County s Authorized Representative setting forth (i) the amount of each such request or contribution and (ii) a detailed breakdown, in form and substance satisfactory to the TIFIA Lender, of the uses of proceeds from such requested contributions or actual contributions. In the event of any failure by Loudoun County to make a contribution within sixty (60) days after the date by which such contribution is due pursuant to the Phase 2 Funding Procedures, Loudoun County shall prepare and submit to the TIFIA Lender a Revised Financial Model demonstrating what funds are available to Loudoun County to pay for the Required Percentage of total Project costs reflected in the Project Budget and describing the availability of such funds to Loudoun County as of the date of such Revised Financial Model. SECTION 24. No Personal Recourse. (a) No official, employee or agent of the TIFIA Lender, Loudoun County or the Borrower or any Person executing this Agreement or any of the other TIFIA Loan Documents shall be personally liable on this Agreement or such other TIFIA Loan Documents by reason of the issuance, delivery or execution hereof or thereof. (b) No covenant, condition or agreement contained in this Agreement shall be deemed to be a covenant, agreement or obligation of any present or future director, supervisor, officer, employee or agent of either the Borrower or Loudoun County in his individual capacity. SECTION 25. No Third Party Rights. The parties hereby agree that this Agreement creates no third party rights against the Borrower, Loudoun County, the United States or the TIFIA Lender, solely by virtue of the TIFIA Loan, and that no third party creditor or creditors of the Borrower or Loudoun County shall have any right against the TIFIA Lender with respect to the TIFIA Loan made pursuant to this Agreement WASSR01A - MSW 56

231 SECTION 26. Borrower s Authorized Representative. The Borrower shall at all times have appointed a Borrower s Authorized Representative by designating such Person or Persons from time to time to act on the Borrower s behalf pursuant to a written certificate furnished to the TIFIA Lender and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by the Borrower, along with evidence, in form and substance satisfactory to the TIFIA Lender, that such Person or Persons are duly authorized to act on the Borrower s behalf. SECTION 26A. Loudoun County s Authorized Representative. Loudoun County shall at all times have appointed a County s Authorized Representative by designating such employee or employees of Loudoun County from time to time to act on Loudoun County s behalf pursuant to a written certificate furnished to the TIFIA Lender and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by Loudoun County. SECTION 27. TIFIA Lender s Authorized Representative. (a) The TIFIA Lender shall at all times have appointed the TIFIA Lender s Authorized Representative by designating such Person or Persons from time to time to act on the TIFIA Lender s behalf pursuant to a written certificate furnished to the Borrower and the Servicer (if any) containing the specimen signature or signatures of such Person or Persons and signed by the TIFIA Lender. (b) Pursuant to a Delegation of Authority dated July 24, 2003, the Administrator delegated the authority to enter into contracts and sign all contractual and funding documents (with the exception of the term sheets and credit agreements) necessary to implement the Act, including entering into technical amendments to, and restatements of, term sheets and credit agreements that do not materially impair the credit quality of the revenues pledged to repay the TIFIA Lender. This authority was delegated to the Associate Administrator for Administration who in turn delegated such authority to the Director of the Office of Innovative Program Delivery on June 15, Pursuant to these delegations the above named officers, any of whom alone may act, serve as the TIFIA Lender s Authorized Representative under this Agreement, in addition to the Administrator for the purposes set forth herein. SECTION 28. Servicer. The TIFIA Lender may from time to time designate an entity or entities to perform, or assist the TIFIA Lender in performing, the duties of the Servicer or specified duties of the TIFIA Lender under this Agreement and the TIFIA Bond. The TIFIA Lender shall give the Borrower and Loudoun County written notice of the appointment of any initial, successor or additional Servicer and shall enumerate the duties or any change in duties to be performed by any Servicer. Any references in this Agreement to the TIFIA Lender shall be deemed to be a reference to the Servicer with respect to any duties which the TIFIA Lender shall have delegated to such Servicer. The TIFIA Lender may at any time assume the duties of any Servicer under this Agreement and the TIFIA Bond. SECTION 29. Fees and Expenses WASSR01A - MSW 57

232 (a) Commencing in Federal Fiscal Year ( FFY ) 2016 and continuing thereafter each year throughout the term of this Agreement, the Borrower shall pay to the TIFIA Lender a loan servicing fee on or before the fifteenth (15 th ) of November. The TIFIA Lender shall establish the amount of this annual fee, and the TIFIA Lender shall notify the Borrower and Loudoun County of the amount, at least thirty (30) days before payment is due. (b) In establishing the amount of the fee, the TIFIA Lender will adjust the previous year s base amount in proportion to the percentage change in CPI. For the FFY 2016 calculation, the TIFIA Lender will use the FFY 2015 base amount of $12, which applies to other TIFIA borrowers, as the previous year s base amount. The TIFIA Lender will calculate the percentage change in the CPI, before seasonal adjustment, from August of the previous year to August of the current year and will then adjust the previous year s base amount in proportion to the CPI percentage change. To calculate the amount of the fee, the TIFIA Lender shall round the current year s base amount using increments of $500. Results with the ending integers between or between shall be rounded upward, and results with the ending integers between or between shall be rounded downward. The CPI adjustments in the following years shall begin with the base amount, not the rounded fee. (c) The Borrower and Loudoun County shall cooperate and respond to any reasonable request of the Servicer for information, documentation or other items reasonably necessary for the performance by the Servicer of its duties hereunder. (d) The Borrower and Loudoun County agree, whether or not the transactions hereby contemplated shall be consummated, to reimburse the TIFIA Lender on demand from time-to-time, within thirty (30) days after receipt of any invoice from the TIFIA Lender, for any and all fees, costs, charges and expenses incurred by it (including the reasonable fees, costs and expenses of legal counsel, financial advisors, auditors and other consultants and advisors) in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other TIFIA Loan Documents and the transactions hereby and thereby contemplated, including reasonable attorneys, engineers, and planning fees and professional costs, including all such fees, costs and expenses incurred as a result of or in connection with: (i) the enforcement of or attempt to enforce any provision of this Agreement or any of the other TIFIA Loan Documents; (ii) any amendment, modification, or requested amendment or modification of, waiver, consent or requested waiver or consent under or with respect to, or the protection or preservation of any right or claim under, this Agreement, any other Related Document or the Trust Estate, or advice in connection with the administration, preservation in full force and effect and enforcement of this Agreement or any other Related Document or the rights of the TIFIA Lender thereunder; and (iii) any work-out, restructuring or similar arrangement of the obligations of the Borrower under this Agreement or the other TIFIA Loan Documents during the pendency of one or more Events of Default WASSR01A - MSW 58

233 The obligations of the Borrower and Loudoun County under this Section 29 shall survive the payment or prepayment in full or transfer of the TIFIA Bond, the enforcement of any provision of this Agreement or the other TIFIA Loan Documents, any such amendments, waivers or consents, any Event of Default, and any such workout, restructuring or similar arrangement. SECTION 30. Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement or the TIFIA Bond shall in any event be effective without the prior written consent of each of the parties hereto. SECTION 31. Governing Law. This Agreement shall be governed by the federal laws of the United States if and to the extent such federal laws are applicable and the internal laws of the State, if and to the extent such federal laws are not applicable. Notwithstanding the foregoing, the Borrower s and Loudoun County s obligations under this Agreement shall be subject to any applicable limitation on the scope and/or extent of the Borrower s and Loudoun County s authority under State law. SECTION 32. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. SECTION 33. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Neither the Borrower s nor Loudoun County s rights or obligations hereunder nor any interest therein may be assigned or delegated by the Borrower or Loudoun County without the prior written consent of the TIFIA Lender. SECTION 34. Remedies Not Exclusive. No remedy conferred herein or reserved to the TIFIA Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 35. Delay or Omission Not Waiver. No delay or omission of the TIFIA Lender to exercise any right or remedy provided hereunder upon a default of the Borrower or Loudoun County (except a delay or omission pursuant to a written waiver) shall impair any such right or remedy or constitute a waiver of any such default or acquiescence therein. Every right and remedy given by this Agreement or by law to the TIFIA Lender may be exercised from time to time, and as often as may be deemed expedient by the TIFIA Lender. SECTION 36. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document WASSR01A - MSW 59

234 SECTION 37. Notices; Payment Instructions. Notices hereunder shall be (a) in writing, (b) effective upon receipt (except as otherwise provided herein) and (c) given by (i) nationally recognized courier service, (ii) hand delivery or (iii) solely with respect to ministerial or nonsubstantive notices, , in each case to: If to TIFIA Lender with copies to: TIFIA Joint Program Office (HITJ) Federal Highway Administration Room E New Jersey Avenue, SE Washington, DC Attention: Director Federal Transit Administration Region III Office 1760 Market Street, Suite 500 Philadelphia, PA Office of the Chief Counsel - TIFIA Federal Transit Administration Room E New Jersey Avenue, SE Washington, DC Attention: Paula L. Schwach, Esq., FTA Counsel for TIFIA Paula.Schwach@dot.gov If to Borrower: with copies to: If to Loudoun County: Economic Development Authority of Loudoun County, Virginia P.O. Box 7 Leesburg, VA Attention: Chairman Stephen Robin, Esq. Law Office of Stephen P. Robin 141 Woodberry Rd., N.E. Leesburg, VA steverobin@verizon.net County of Loudoun One Harrison Street, S.E. P.O. Box 7000 Leesburg, VA Attention: County Administrator coadmin@loudoun.gov WASSR01A - MSW 60

235 with copies to: County of Loudoun One Harrison Street, S.E. P.O. Box 7000 Leesburg, VA Attention: County Attorney Notices required to be provided herein shall be provided to such different addresses or to such further parties as may be designated from time to time by a Borrower s Authorized Representative, with respect to notices to the Borrower, by a County s Authorized Representative, with respect to notices to Loudoun County, or by the TIFIA Lender s Authorized Representative, with respect to notices to the TIFIA Lender or the Servicer. The Borrower shall make any payments hereunder or under the TIFIA Bond in accordance with the payment instructions hereafter provided by the TIFIA Lender s Authorized Representative, as modified from time-to-time by the TIFIA Lender s Authorized Representative. Each such notice, request or communication shall be effective (x) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 37 (or in accordance with the latest unrevoked written direction from the receiving party) and (y) if given by , when such is delivered to the address specified in this Section 37 (or in accordance with the latest unrevoked written direction from the receiving party) and all necessary confirmations have been received in accordance herewith; provided that notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business Day will be deemed to be effective on the next Business Day. SECTION 38. Effectiveness. This Agreement shall be effective on the Effective Date. SECTION 39. Termination. This Agreement shall terminate upon the payment in full by the Borrower of the TIFIA Loan, provided, however, that the reporting and record keeping requirements of Section 21(b) and Section 21(c) and the payment requirements of Section 29 shall survive the termination of this Agreement as provided in such sections. SECTION 40. Integration. Except as otherwise described herein, this Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. SECTION 41. Non-Appropriations. Anything to the contrary notwithstanding elsewhere in this Agreement, the 2011 MOU or in any other Related Document, the failure of Loudoun County to pay all or any portion of any amount otherwise due and payable under this Agreement or any other Related Document, to or for the account of the Borrower, the Trustee, the TIFIA Lender or any other Person on account of the failure of the Board of Supervisors of Loudoun County to appropriate such sum (an Event of Non-Appropriation ) shall not, to the extent of such failure, constitute a default by Loudoun County or an Event of Default by Loudoun County under this Agreement or any other Related Document. SECTION 42. Federal Funding. No federal grants, loans, or other funds administered by the United States Department of Transportation, including the proceeds of the TIFIA Loan, WASSR01A - MSW 61

236 have been or will be provided for the design, development and/or construction of the Parking Facilities. For avoidance of doubt, Loudoun County and the TIFIA Lender acknowledge that the Parking Facilities have neither been selected nor designated a federally funded project under 23 U.S.C. or 49 U.S.C. and remain classified as Concurrent Non-Project Activities by the FTA. SECTION 43. Information Provided by Third Parties. Notwithstanding anything herein to the contrary, neither the Borrower nor Loudoun County makes any claim, statement, submission, certification or representation herein to the Government with respect to any information supplied to the Borrower or Loudoun County by any third party, including MWAA, WMATA or the TIFIA Lender WASSR01A - MSW 62

237

238

239 SCHEDULE I PROJECT BUDGET Attached WASSR01A - MSW

240 TIFIA Loan Agreement SCHEDULE I - PROJECT BUDGET Loudoun County Dulles Corridor Metrorail Project ( A) TOTAL PHASE 1 AND 2 (Thousands YOE Dollars) Total % of Total USES of FUNDS Phase 1 10 Guideway and Track Elements 56, , , ,705 (8,690) 6, , % 20 Stations, Stops, Terminals and Intermodal 14,894 26,070 78, ,923 91,047 4, , % 30 Support Facilities: Yards, Shops, Admin Bldgs 2,325 (355) 4,111 15,189 22,522 28, , % 40 Sitework and Special Conditions 64,410 79,724 49,139 13,063 18,324 28, , % 50 Systems 15,942 24,236 63, ,978 23,863 19, , % 60 ROW, Land, Existing Improvements 47,357 3,521 4, , , % 70 Vehicles 2,084 18,742 12,978 23,539 18,688 41,561 55,833 21, , % 80 Professional Services 373, , ,983 98,320 88,300 27, , % 90 Unallocated contingency , , % 100 Finance Charges % TOTAL PROJECT COST - PHASE 1 $ 576,766 $ 462,276 $ 586,805 $ 567,157 $ 255,029 $ 179,198 $ 55,833 $ 21,224 $ - $ - $2,704, % Phase 1 Concurrent Roadway Improvements Concurrent Roadway Improvements (1) 55,076 11,241 12,125 21,037 49,465 52, , % Phase 2 10 Guideway and Track Elements ,561 76,876 56,762 12, , % 20 Stations, Stops, Terminals and Intermodal ,769 49, ,881 47, , % 30 Support Facilities: Yards, Shops, Admin Bldgs ,508 6,183 86, ,234 5, , % 40 Sitework and Special Conditions , , , ,697 75,418 17, , % 50 Systems ,121 77,125 49,197 45,333 12, , % 60 ROW, Land, Existing Improvements ,118 24,214 5,196 17,466 3,607 58, % 70 Vehicles - 14,893 10,607 - (157) 14, ,104 33, , % 80 Professional Services ,612 26,880 14,700 45, ,607 94,897 65,612 68,253 92, , % 90 Unallocated contingency ,352 63, ,340 52,815 65, , % 100 Finance Charges % TOTAL PROJECT COST - PHASE 2 $ 217 $ 58,506 $ 37,486 $ 14,700 $ 75,326 $ 563,600 $ 575,024 $ 637,152 $ 584,451 $ 231,773 0 $2,778, % TOTAL USES OF FUNDS $ 632,059 $ 532,023 $ 636,416 $ 602,894 $ 379,820 $ 795,262 $ 630,857 $ 658,376 $ 584,451 $ 231,773 $5,683, % SOURCES of FUNDS Section 5309 Preliminary Engineering Grant (VA ) 54, , % Section 5309 Final Design Grant (VA ) 159, , % ARRA Grant and Advanced Payments (VA ) 77,260-19, , % Full Funding Grant Agreement (FFGA) Construction 28,809 85,000 96,000-90,832 90,731 96, , , % subtotal FFGA - New Starts Federal Grants $ 319,483 $ 85,000 $ 115,799 $ - $ 90,832 $ 90,731 $ 96,000 $ 102,156 $ - $ - $ 900, % Other Federal Grants - Section 5307 STP (VA-95-X056) $ 29,377 $ 17,841 $ 21,282 $ 6,500 $ - $ - $ - $ - $ - $ - $ 75, % Loudoun County Appropriation-backed TIFIA ,006 54,421 26, , % Fairfax Commercial and Industrial (C&I) Tax TIFIA ,555 80, , % Fairfax Phase 2 Tax District TIFIA , ,069 64, , % Dulles Toll Road (DTR) TIFIA , , , ,376-1,277, % subtotal TIFIA Loans secured by Local Revenue $ - $ - $ - $ - $ - $ 404,555 $ 468,224 $ 419,281 $ 519,092 $ 64,546 $ 1,875, % Commonwealth - VTA , , % Commonwealth - CTB Funds 58,475 23,238 35,000 8, , , , , % subtotal State Funds $ 133,475 $ 23,238 $ 35,000 $ 8,287 $ - $ 100,000 $ 100,000 $ 100,000 $ - $ - $ 500, % Airports Authority (Approved Passenger Facility Charges) ,000 30,000 30,000 30,000 97, , % Airports Authority (Supplemental PFCs or Cash Reserves) ,387 35, % Loudoun County (Non-TIFIA Borrowing) ,283 28,400 55, % Loudoun County (Metrorail Service District Revenue) 707 7,503 8,076 5,786 22, % Fairfax County (Phase 1 Tax District funds and bonds) 25,000 60,000 60, ,000 55, , % Fairfax County (Phase 2 Tax District funds and/or bonds) ,470 80, , % DTR Net Toll Revenue 82, , % DTR Bonds (Series 2009, 2010 and 2014 Bonds) 42, , , ,107 35, ,599 55,833 21, ,428, % subtotal Other Local Funds $ 149,724 $ 405,944 $ 464,335 $ 588,107 $ 90,832 $ 144,599 $ 118,010 $ 139,095 $ 65,359 $ 167,228 $ 2,333, % Airports Authority FFGA Notes - Draw / (Repayment) (2) ,156 55,377 (151,377) (102,156) % TOTAL SOURCES OF FUNDS $ 632,059 $ 532,023 $ 636,416 $ 602,894 $ 379,820 $ 795,261 $ 630,858 $ 658,376 $ 584,451 $ 231,773 $5,683, % (1) The Airports Authority, in cooperation with the Commonwealth and Fairfax County, undertook certain roadway modifications to Virginia Route 7 in the vicinity of the Metrorail stations in Tysons Corner concurrently with the Dulles Metrorail Project Phase 1 construction to avoid or minimize disruptions of traffic and inconvenience to property owners and others. The Airports Authority also agreed to concurrently implement certain roadway improvements to Spring Hill Road in Fairfax County and certain improvements along the Dulles International Airport Access Highway that will improve safety and access for Dulles International users. (2) For purposes of this table, cashflows associated with FFGA note transaction completed in December 2012 have been modified to balance sources and uses. Actual amounts are not materially different.

241 SCHEDULE 14(f) LITIGATION (BORROWER) Corr v. Metropolitan Washington Airports Authority U.S. Supreme Court, Petition for a Writ of Certiorari pending, No Decision of U.S Court of Appeal for the Fourth Circuit is reported at 740 F.3d 295 Decision of U.S Court of Appeal for the Federal Circuit is reported at 702 F.3d 1334 Decision of the U.S District Court for the Eastern District of Virginia is reported at 800 F.Supp2d WASSR01A - MSW

242 SCHEDULE 14A(f) LITIGATION (LOUDOUN COUNTY) Corr v. Metropolitan Washington Airports Authority U.S. Supreme Court, Petition for a Writ of Certiorari pending, No Decision of U.S. Court of Appeal for the Fourth Circuit is reported at 740 F.3d 295 Decision of U.S. Court of Appeal for the Federal Circuit is reported at 702 F.3d 1334 Decision of the U.S. District Court for the Eastern District of Virginia is reported at 800 F.Supp2d WASSR01A - MSW

243 EXHIBIT A FORM OF TIFIA BOND United States of America Commonwealth of Virginia ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY, VIRGINIA METRORAIL SERVICE DISTRICT IMPROVEMENT REVENUE BONDS (SILVER LINE PHASE 2 PROJECT) SERIES 2014 No. R-1 Up to $195,072,507 Interest Rate 2.87% Final Maturity Date April 1, 2046 (subject to amendment as provided herein) Original Issue Date December 9, 2014 Holder: United States Department of Transportation, acting by and through the Federal Highway Administrator, or its assigns Principal Amount: Up to One Hundred Ninety-five Million Seventy-Two Thousand Five Hundred Seven Dollars ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY, a political subdivision of the Commonwealth of Virginia (the Authority ), for value received, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to the order of the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Federal Highway Administrator, or its assigns (the TIFIA Lender or Holder ), the aggregate unpaid principal amount of all disbursements in an amount not to exceed $195,072,507 (the Disbursements ) made by the TIFIA Lender (together with any interest that is capitalized and added to principal in accordance with the provisions of the TIFIA Loan Agreement, dated as of December 9, 2014 (the TIFIA Loan Agreement ), by and among the Authority, Loudoun County, Virginia (the County ) and the TIFIA Lender, being hereinafter referred to as the Outstanding Principal Sum ), together with accrued and unpaid interest at the TIFIA Interest Rate (or, if applicable, the Default Rate) on the Outstanding Principal Sum and all fees, costs and other amounts payable in connection therewith, all as more fully described in the TIFIA Loan Agreement. The registered owner of this TIFIA Bond is hereby authorized to make revisions to the Loan Amortization reflected in Exhibit G to the to the TIFIA Loan Agreement, which is hereby made a part hereof, at any time and from time-to-time pursuant to the TIFIA Loan Agreement to reflect (i) the amount of each disbursement made thereunder, (ii) any capitalization of interest as provided therein, (iii) the date and amount of any principal or interest due and payable or to become due and payable by the Authority thereunder, and (iv) each repayment or prepayment in respect of the principal amount of this TIFIA Bond. Such revisions WASSR01A - MSW

244 shall be deemed conclusive absent manifest error, but no failure to make any such revisions and no error in such revisions shall affect any of the obligations of the Authority under this TIFIA Bond or the other TIFIA Loan Documents. The principal hereof shall be payable in the manner and at the place provided in the TIFIA Loan Agreement in accordance with Exhibit G to the TIFIA Loan Agreement, as revised from time to time in accordance with the TIFIA Loan Agreement, until paid in full. Payments hereon are to be made in accordance with Section 9(e) of the TIFIA Loan Agreement as the same become due. Principal of and interest on this TIFIA Bond shall be paid in funds available on or before the due date and in any lawful coin or currency of the United States of America which at the date of payment is legal tender for the payment of public and private debts. If the Final Maturity Date is amended pursuant to an amendment of the TIFIA Loan Agreement, the due date of this TIFIA Bond shall be deemed to be amended to change the due date to such revised Final Maturity Date without any further action required on the part of the Authority or the TIFIA Lender and such amendment shall in no way amend, modify or affect the other provisions of this TIFIA Bond without the prior written agreement of the TIFIA Lender. THIS TIFIA BOND IS BEING ISSUED AS A DRAW-DOWN BOND, IN THAT THE HOLDER WILL PURCHASE THE PRINCIPAL AMOUNT OF THIS TIFIA BOND IN INSTALLMENTS, AT PAR, IN ACCORDANCE WITH THE TERMS OF AND AS REQUIRED BY SECTION 402 OF THE FIRST SUPPLEMENTAL TRUST AGREEMENT (HEREINAFTER DEFINED). ACCORDINGLY, THE PRINCIPAL AMOUNT OF THIS TIFIA BOND WHICH HAS BEEN PURCHASED BY THE HOLDER AND IS OUTSTANDING AT ANY GIVEN TIME MAY BE LESS THAN THE MAXIMUM PRINCIPAL AMOUNT OF THIS TIFIA BOND AS SET FORTH ON THE FACE OF THIS TIFIA BOND. PROMPTLY FOLLOWING EACH PURCHASE OF A PORTION OF THE PRINCIPAL AMOUNT OF THIS TIFIA BOND IN ACCORDANCE WITH THE TERMS OF SECTION 402 OF THE FIRST SUPPLEMENTAL TRUST AGREEMENT, THE AUTHORITY WILL PRESENT THE TRUSTEE (HEREINAFTER DEFINED) WITH A PRINCIPAL LOG RECEIVED FROM THE HOLDER IN THE SAME FORM AS EXHIBIT A HERETO ANNOTATED WITH THE PRINCIPAL AMOUNT OF THIS TIFIA BOND SO PURCHASED, THE DATE OF SUCH PURCHASE AND THE TOTAL PRINCIPAL AMOUNT OF THIS TIFIA BOND THEN OUTSTANDING. THE RECORDS PROVIDED TO THE TRUSTEE, IN SUCH REGARD WILL BE CONCLUSIVE EVIDENCE OF THE PRINCIPAL AMOUNT OF THIS TIFIA BOND WHICH HAS BEEN PURCHASED AND IS OUTSTANDING. This TIFIA Bond is one of a duly authorized Series of Bonds of the Authority designated Metrorail Service District Improvement Revenue Bonds (Silver Line Phase 2 Project), Series 2014, issued by the Authority under the Trust Agreement, dated as of December 1, 2014 (the Original Trust Agreement ), by and between the Authority and U.S. Bank National Association, a corporation having trust powers, duly organized and doing business under the laws of the United States of America, with a corporate trust office in Richmond, Virginia, as trustee (the Trustee ), as amended and supplemented as permitted thereby, including by the First Supplemental Trust Agreement dated as of December 1, 2014 (the First Supplemental Trust Agreement ), by and between the Authority and the Trustee (the Original Trust Agreement, as amended and supplemented by the First Supplemental Trust Agreement and as further amended and supplemented as permitted thereby, is referred to herein as the Trust Agreement ). U.S WASSR01A - MSW -2-

245 Bank National Association also has been appointed bond registrar (the Bond Registrar ) and paying agent (the Paying Agent ) for this TIFIA Bond under the Trust Agreement. The Authority has reserved the right to issue Bonds from time to time under and secured by the Trust Agreement, subject to the requirements of the TIFIA Loan Agreement. Reference is hereby made to the Trust Agreement and the TIFIA Loan Agreement for a description of the rights, limitations of rights, obligations, duties and immunities of the Authority, the Trustee, the County and the Holder of this TIFIA Bond, which rights, limitations of rights, obligations, duties and immunities shall for all purposes have the same effect as if fully set forth herein. Executed counterparts or certified copies of such instruments are on file at the principal corporate trust office of the Trustee. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Trust Agreement or the TIFIA Loan Agreement. By the purchase and acceptance of this TIFIA Bond, the Holder hereof signifies assent to all of the provisions of the aforementioned documents. The Authority unconditionally covenants that it will keep and perform all of the covenants of this TIFIA Bond and of the TIFIA Loan Documents to which the Authority is a party. This TIFIA Bond is being issued to evidence the obligation of the Authority under the TIFIA Loan Agreement to repay the TIFIA Loan made by the TIFIA Lender to the Authority for the purpose of paying a portion of the Eligible Project Costs related to Phase 2 of the District Project (as such terms are defined in the Trust Agreement) and to repay any other payments of any kind required to be paid by the Authority under the TIFIA Loan Agreement and the other TIFIA Loan Documents referred to therein. The Authority has entered into a District Contract with the Board on behalf of the County, pursuant to which the County, subject to the terms and conditions of such District Contract, has agreed to make payments, or have payments made on its behalf for the District Project, to the Authority in amounts intended to be sufficient to pay the principal of and interest on the Bonds. The obligation of the County under the District Contract to make payments required thereby in any Fiscal Year of the County is payable solely from Appropriated Special Tax Revenues and Additional Appropriated Funds. To secure and provide a source of payment for the Bonds pursuant to the Trust Agreement, the Authority has assigned to the Trustee as security for the Bonds the Trust Estate that is pledged under the Trust Agreement to secure the payment of the Bonds. All Bonds issued or entered into under the Trust Agreement and at any time outstanding shall be equally and ratably secured with all other outstanding Bonds with the same right, lien and preference with respect to payments from the Trust Estate, without preference, priority or distinction on account of the date or dates or the actual time or times of the issuance or maturity of the Bonds, except as otherwise provided in the Trust Agreement. THIS TIFIA BOND IS A LIMITED OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE PLEDGED TO THE TRUSTEE UNDER THE TRUST AGREEMENT. NEITHER THE FAITH AND CREDIT OF THE COMMONWEALTH OF VIRGINIA NOR THE FAITH AND CREDIT OF ANY WASSR01A - MSW -3-

246 POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE COUNTY, ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST OR PREMIUM, IF ANY, ON THIS TIFIA BOND. THE ISSUANCE OF THIS TIFIA BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE COUNTY, TO LEVY ANY TAXES WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT EXCEPT FROM THE FUNDS PLEDGED THEREFOR. THE AUTHORITY HAS NO TAXING POWER. This TIFIA Bond is issued and the Trust Agreement was entered into under and pursuant to the Constitution and laws of the Commonwealth of Virginia, particularly in conformity with the provisions, restrictions and limitations of Chapter 643 of the 1964 Acts of the General Assembly of the Commonwealth of Virginia, as amended, and other applicable law. The TIFIA Bonds are issuable in fully registered form in the denomination of $5,000 or any whole multiple thereof. At the corporate trust office of the Bond Registrar in Richmond, Virginia, in the manner and subject to the limitations and conditions provided in the Trust Agreement, TIFIA Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity, of any authorized denomination or denominations and bearing interest at the same rate. The transfer of this TIFIA Bond is registerable by the Holder hereof in person or by his attorney or legal representative at the principal corporate trust office of the Bond Registrar, but only in the manner and subject to the limitations and conditions provided in the Trust Agreement and upon surrender and cancellation of this TIFIA Bond. Upon any such registration of transfer; the Authority shall execute and the Bond Registrar shall authenticate and deliver in exchange for this TIFIA Bond a new TIFIA Bond, registered in the name of the transferee, of any authorized denomination or denominations, in an aggregate principal amount equal to the principal amount of this TIFIA Bond, of the same Series and maturity and bearing interest at the same rate. Neither the Authority nor the Bond Registrar shall be required to make any exchange or registration of transfer of this TIFIA Bond after such TIFIA Bond has been selected for redemption. The principal of and interest on this TIFIA Bond (and the interest payable on any redemption of this TIFIA Bond other than on an interest payment date) are payable in the manner and at the place provided in the TIFIA Loan Agreement. This TIFIA Bond is subject to mandatory prepayment and redemption prior to maturity by the Authority, without penalty or premium: (a) on each Semi-Annual Payment Date on and after the Level Payment Commencement Date and until the Final Maturity Date, at a Redemption Price equal to one hundred percent (100%) of the principal amount of this TIFIA Bond to be redeemed plus accrued interest, if any, to the date of redemption, which amount shall be funded from not less than the Prorated Portion of the amount remaining in the Surplus Subfund after giving effect to the WASSR01A - MSW -4-

247 payments and deposits in clauses FIRST through FIFTH of Section 502 of the Trust Agreement on such date; (b) no later than five (5) Business Days following the determination thereof by MWAA that the total amount of actual invoiced Eligible Project Costs were less than projected Eligible Project Costs included in the Base Case Projections, which determination shall be made no later than the first (1 st ) anniversary of the Substantial Completion Date, at a Redemption Price equal to the product of (A) 3.432% and multiplied by (B) an amount equal to the positive difference, if any, between (1) projected Eligible Project Costs included in the Base Case Projections less (2) the total amount of actual invoiced Eligible Project Costs; and (c) Agreement. as and when required pursuant to Section 2.1(b) of the Loudoun County Letter At the direction of the County, this TIFIA Bond is subject to optional redemption prior to maturity from any available moneys, in whole or in part at any time (and, if in part, in principal amounts of $1,000,000 or any integral multiple of $1 in excess thereof), at one hundred percent (100%) of the principal amount of this TIFIA Bond to be redeemed plus accrued interest, if any, to the date of redemption. Not less than ten (10) days or more than thirty (30) days before the redemption date of this TIFIA Bond, whether such redemption be in whole or in part, the Trustee shall cause a notice of any such redemption signed by the Authority (or by the County, acting on behalf of the Authority) to be mailed, certified mail, return-receipt requested, to the Holder of this TIFIA Bond. Each such notice shall set forth this TIFIA Bond or portions thereof to be redeemed, the date fixed for redemption and the Redemption Price to be paid. The Authority shall transfer the amounts necessary to fund the Redemption Price from any available sources to the Trustee for deposit into the TIFIA Series 2014 Redemption Account at least ten (10) days prior to the redemption date. On the date fixed for redemption, notice having been mailed in the manner provided in the Trust Agreement, this TIFIA Bond or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If a portion of this TIFIA Bond shall be called for redemption a new TIFIA Bond in principal amount equal to the unredeemed portion hereof will be issued to the Holder upon the surrender hereof. The Holder of this TIFIA Bond shall have no right to enforce the provisions of the Trust Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Trust Agreement, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Agreement or the TIFIA Loan Agreement. Modifications or alterations of the District Contract or the Trust Agreement, or any supplement thereof, may be made only to the extent and in the circumstances permitted by the Trust Agreement and the TIFIA Loan Agreement. This TIFIA Bond is issued with the intent that the laws of the Commonwealth of Virginia shall govern its construction WASSR01A - MSW -5-

248 All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia to happen, exist, and be performed precedent to and in the issuance of this TIFIA Bond have happened, exist and have been performed as so required. This TIFIA Bond is issued with the intent that the federal laws of the United States of America shall govern its construction to the extent such federal laws are applicable and the internal laws of the Commonwealth of Virginia shall govern its construction to the extent such federal laws are not applicable. Any delay on the part of the Holder in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default. This TIFIA Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Agreement until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. [the remainder of this page is intentionally left blank/signature page follows] WASSR01A - MSW -6-

249 IN WITNESS WHEREOF, Economic Development Authority of Loudoun County, Virginia, Virginia has caused this TIFIA Bond to be executed with the facsimile signatures of its Chairman and its Secretary and a facsimile of its official seal to be imprinted hereon and this TIFIA Bond to be dated the day of December, ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY, VIRGINIA By Chairman of the Economic Development Authority of Loudoun County Virginia By Secretary of the Economic Development Authority of Loudoun County Virginia [SEAL] A WASSR01A - MSW

250 CERTIFICATE OF AUTHENTICATION This TIFIA Bond is a bond issued under the provisions of the within-mentioned Trust Agreement. U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar By Authorized Signatory Date of authentication: December, 2014 A WASSR01A - MSW

251 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [Please Print or Typewrite Name, Tax Identification Number and Address of Transferee] the Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. A WASSR01A - MSW

252 EXHIBIT A PRINCIPAL LOG Purchase Purchase Payment Payment Outstanding Trustee Amount Date Amount Date Principal Initials A WASSR01A - MSW

253 EXHIBIT B ANTICIPATED TIFIA LOAN DISBURSEMENT SCHEDULE Attached WASSR01A - MSW B-1

254 TIFIA Loan Agreement EXHIBIT B Anticipated TIFIA Loan Disbursement Schedule Loudoun County Dulles Corridor Metrorail Project ( A) Anticipated TIFIA Loan Disbursement Schedule Date Disbursement Amount Cumulative Disbursements 15-Dec Jan-15 60,699,606 $ 60,699, Feb-15 5,576,860 66,276, Mar-15 5,352,623 71,629, Apr-15 4,623,708 76,252, May-15 4,755,290 81,008, Jun-15 4,998,643 86,006, Jul-15 4,277,444 90,284, Aug-15 4,256,720 94,540, Sep-15 4,770,412 99,311, Oct-15 5,447, ,758, Nov-15 4,446, ,205, Dec-15 4,800, ,005, Jan ,005, Feb-16 1,476, ,481, Mar-16 5,003, ,485, Apr-16 4,589, ,074, May-16 4,311, ,386, Jun-16 4,851, ,238, Jul-16 5,029, ,267, Aug-16 5,140, ,407, Sep-16 5,836, ,243, Oct-16 5,946, ,190, Nov-16 6,440, ,630, Dec-16 5,795, ,426, Jan ,426, Feb-17 3,573, ,999, Mar-17 6,435, ,435, Apr-17 7,857, ,292, May-17 7,322, ,615, Jun-17 1,457, ,072, Jul ,072, Aug ,072, Sep ,072, Oct ,072, Nov ,072, Dec ,072, Jan ,072, Feb ,072, Mar ,072, Apr ,072, May ,072, Jun ,072, Jul ,072, Aug ,072, Sep ,072, Oct ,072, Nov ,072, Dec ,072,507 $ 195,072,507

255 EXHIBIT C CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS The undersigned on behalf of [INSERT NAME OF PARTY], hereby certifies that [INSERT NAME OF PARTY] and its principals (as defined in 2 C.F.R ): (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency; (b) Have not within a three (3) year period preceding the Effective Date been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and (d) Have not within a three (3) year period preceding the Effective Date had one or more public transactions (federal, state or local) terminated for cause or default. Capitalized terms used in the certificate and not defined shall have the respective meanings ascribed to such terms in the TIFIA Loan Agreement, dated as of [Dated Date], among the TIFIA Lender, the Borrower and Loudoun County, Virginia as the same may be amended from time to time. Dated: [BORROWER / LOUDOUN COUNTY] By: [Borrower s Authorized Representative][County s Authorized Representative] Name: Title: WASSR01A - MSW C-1

256 EXHIBIT D REQUISITION PROCEDURES This Exhibit D sets out the procedures which the Borrower and Loudoun County agree to follow in submitting Requisitions for the disbursement of TIFIA Loan proceeds to enable the Borrower, on behalf of Loudoun County, to reimburse MWAA for MWAA s prior payment of Eligible Project Costs incurred in connection with Phase 2. Section 1 sets out the manner in which Requisitions are to be submitted and reviewed. Sections 2 through 4 set out the circumstances in which the TIFIA Lender may reject or correct Requisitions submitted by the Borrower (or Loudoun County, acting on behalf of the Borrower) or withhold a disbursement. The Borrower and Loudoun County expressly agree to the terms hereof, and further agree that (i) the rights of the TIFIA Lender contained herein are in addition to (and not in lieu of) any other rights or remedies available to the TIFIA Lender under the TIFIA Loan Agreement, and (ii) nothing contained herein shall be construed to limit the rights of the TIFIA Lender to take actions including administrative enforcement action and actions for breach of contract against the Borrower or Loudoun County if it fails to carry out its obligations under the TIFIA Loan Agreement during the term thereof. Section 1. General Requirements. All requests by the Borrower (or Loudoun County, acting on behalf of the Borrower) for the disbursement of TIFIA Loan proceeds shall be made by electronic mail or overnight delivery service by submission to the TIFIA Lender, in accordance with Section 37 of the Agreement, of a Requisition, in form and substance satisfactory to the TIFIA Lender and completed and executed by a County s Authorized Representative along with a certificate signed by a Borrower s Authorized Representative. The form of Requisition is attached as Appendix One to this Exhibit D. Supporting documentation should be submitted with the Requisition. The TIFIA Lender agrees to promptly send to the Borrower in accordance with Section 37 of the Agreement, an acknowledgement of receipt of each Requisition in the form attached as Appendix Two to this Exhibit D setting forth the date of receipt by the TIFIA Lender of such Requisition and setting forth the Business Day on which disbursement will be made absent denial by the TIFIA Lender. All disbursement requests must be received by the TIFIA Lender at or before 5:00 P.M. (EST) on the first Business Day of a calendar month in order to obtain disbursement by the fifteenth (15 th ) day of such calendar month or, if either such day is not a Business Day, the next succeeding Business Day. If a Requisition is approved by the TIFIA Lender, the TIFIA Lender will notify the Borrower and Loudoun County of such approval and of the amount so approved. Section 2. (a) (b) Representative; Rejection. A Requisition may be rejected by the TIFIA Lender if it is: submitted without signature; submitted under signature of a Person other than a County s Authorized WASSR01A - MSW D-1

257 or (c) submitted following the disbursement of all proceeds of the TIFIA Loan; (d) submitted less than one (1) month after MWAA has submitted a Reimbursement Claims Package which (i) includes invoices and records which evidence all of the Eligible Project Costs requested to be reimbursed with TIFIA Loan proceeds pursuant to such Requisition, (ii) complies with the applicable requirements of the Phase 2 Funding Procedure, and (iii) was expressly approved or not expressly denied by the TIFIA Lender pursuant to the Phase 2 Funding Procedure. The TIFIA Lender will notify the Borrower and Loudoun County of any Requisition so rejected, and the reasons therefor. Any Requisition rejected for the reasons specified in (a) or (b) above must be resubmitted in proper form in order to be considered for approval. If a Requisition exceeds the balance of the TIFIA Loan proceeds remaining to be disbursed, the request will be treated as if submitted in the amount of the balance so remaining, and the TIFIA Lender will so notify the Borrower and Loudoun County. Section 3. Correction. A Requisition containing an apparent mathematical error will be corrected by the TIFIA Lender, after telephonic notification to the Borrower or Loudoun County, and will thereafter be treated as if submitted in the corrected amount. The TIFIA Lender will confirm correction of the error, to the Borrower and Loudoun County, in writing. Section 4. Withholding. The TIFIA Lender shall be entitled to withhold approval of any pending or subsequent requests for the disbursement of TIFIA Loan proceeds if: (a) and be continuing; (b) an Event of Default under the TIFIA Loan Agreement shall have occurred the Borrower (i) fails to pay any principal or interest on the TIFIA Loan when the same is due and payable; or (ii) applies TIFIA Loan proceeds for purposes other than payment of, or reimbursement for, Eligible Project Costs which have been the subject of an approved disbursement request hereunder; or (c) the Borrower or Loudoun County (i) knowingly takes any action, or omits to take any action, amounting to fraud or violation of any applicable federal or local criminal law, in connection with the transactions contemplated hereby; or (ii) materially impairs the Project from fulfilling its intended purpose, or prevents or materially impairs the ability of the TIFIA Lender to monitor compliance by the Borrower with applicable federal or local law pertaining to the Project, or with the terms and conditions of the TIFIA Loan Agreement; or WASSR01A - MSW D-2

258 (iii) fails to observe or comply with any applicable federal or local law, or any term or condition of the TIFIA Loan Agreement; or (iv) fails to deliver documentation evidencing Eligible Project Costs claimed for disbursement at the times and in the manner specified by the TIFIA Loan Agreement; and such failure continues for a period of more than thirty (30) days following written notice from the TIFIA Lender to the Borrower or Loudoun County, as applicable, the TIFIA Lender shall be entitled to withhold, from any Requisition received after such thirty (30) day period has expired, and until such failure is cured or corrected, an amount determined by the TIFIA Lender (in its sole discretion) to be adequate for the cure or correction of such failure, which amount shall be stated in such notice; provided, that if the nature of the failure is such that it cannot reasonably be cured or corrected within such thirty (30) day period, the TIFIA Lender shall not withhold any disbursement by reason of such failure if the Borrower or Loudoun County, as applicable, commences such cure or correction within such thirty (30) day period and thereafter diligently completes such cure or correction within a further reasonable time period. The foregoing notwithstanding, if, as of the date of such notice from the TIFIA Lender, the balance of the TIFIA Loan proceeds remaining to be disbursed is less than the amount determined by the TIFIA Lender to be adequate for the cure or correction of such failure, the TIFIA Lender may immediately withhold all further disbursement of TIFIA Loan proceeds until such failure is cured or corrected within the time period specified by the preceding paragraph WASSR01A - MSW D-3

259 APPENDIX ONE TO EXHIBIT D FORM OF REQUISITION United States Department of Transportation c/o Director, TIFIA Joint Program Office (HITJ) Federal Highway Administration Room E New Jersey Avenue, SE, Washington, DC United States Department of Transportation Federal Transit Administration Region III Office 1760 Market Street, Suite 500 Philadelphia, PA [Loan Servicer] [Address] [Attention] Re: DULLES CORRIDOR METRORAIL PROJECT (TIFIA A) Ladies and Gentlemen: Pursuant to Section 4 of the TIFIA Loan Agreement, dated as of December 9, 2014 (the TIFIA Loan Agreement ), by and among ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY (the Borrower ), LOUDOUN COUNTY, VIRGINIA ( Loudoun County ) and the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Federal Highway Administrator (the TIFIA Lender ), we hereby request disbursement in the amount of $ for Eligible Project Costs. Capitalized terms used but not defined herein have the meaning set forth in the TIFIA Loan Agreement. In connection with this Requisition, the undersigned does hereby represent and certify the following: 1. This Requisition is Requisition number. 2. The requested date of disbursement is [ [15], ] (the Disbursement Date ), which is the first Business Day following [ [15], ]. 3. The amounts previously disbursed under the TIFIA Loan Agreement aggregate $. The amounts previously disbursed under the Trust Agreement and used to pay costs for Phase 2 aggregate $. The amounts previously contributed by Loudoun County for Total Project Costs for Phase 2 aggregate $. The amounts previously contributed by the Borrower from all other sources to pay costs for Phase 2 aggregate $. Based on information from MWAA, the amounts previously contributed by MWAA to pay costs for Phase 2 aggregate $. Based on information from MWAA, the amounts WASSR01A - MSW D-4

260 previously contributed by Fairfax County to pay costs for Phase 2 aggregate $. 4. (i) Based on information from MWAA, the amounts hereby requisitioned have been incurred by or for the account of Loudoun County for Eligible Project Costs and (ii) such amounts, together with the amounts set forth in paragraph 3 above, will not exceed as of the requested disbursement date thirty-three percent (33%) of the total amount of the reasonably anticipated Eligible Project Costs set forth in the Financial Plan most recently approved by the TIFIA Lender. Total federal assistance provided to the Project as of the requested disbursement, together with the amounts set forth in paragraph 3 above, does not exceed eighty percent (80%) of Eligible Project Costs. 5. The amount of this Requisition, together with all prior Requisitions, does not exceed the amount of the TIFIA Loan, and the amount of this Requisition together with the sum of all disbursements of TIFIA Loan proceeds made and to be made for the current year will not exceed the cumulative disbursements through the end of the current year as set forth in the Anticipated TIFIA Loan Disbursement Schedule. 6. Based on information from MWAA, all amounts requisitioned hereunder are for Eligible Project Costs which have not been paid for or reimbursed by any previous disbursement from TIFIA Loan proceeds. 7. All documentation received from MWAA evidencing the Eligible Project Costs to be paid for or reimbursed by the disbursement has been delivered by Loudoun County at the times and in the manner specified by the TIFIA Loan Agreement. 8. Each of the Borrower and Loudoun County is in compliance with all of the terms and conditions of the TIFIA Loan Agreement and the Trust Agreement and there does not currently exist an Event of Default under the TIFIA Loan Agreement or an event of default under the Trust Agreement or any event which with the giving of notice or the passage of time or both would constitute such an Event of Default or event of default. 9. The representations and warranties of the Borrower and Loudoun County set forth in the TIFIA Loan Agreement (including Section 14 and Section 14A thereof) and in each other Related Document are true and correct in all material respects (except to the extent any representation and warranty itself is qualified by materiality, Material Adverse Effect or a similar qualifier, in which case, it shall be true and correct in all respects) as the date hereof and as of each date on which a disbursement is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by materiality, Material Adverse Effect or a similar qualifier, in which case, it shall be true and correct in all respects) as of such earlier date). [The representations and warranties of each of the Borrower and Loudoun County set forth in the TIFIA Loan Agreement (including Section 14 and Section 14A thereof) and in each other Related Document are true and correct as of the Effective Date and as of the date of the initial disbursement of the TIFIA Loan, except to the extent such representations and warranties expressly relate to an WASSR01A - MSW D-5

261 earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date).] As of the date hereof and on the Disbursement Date (immediately after giving effect to the above-requested disbursement of TIFIA Loan proceeds), (i) no Event of Default or event of default under any other Related Document and (ii) no event which with the giving of notice or the passage of time or both would constitute an Event of Default or event of default under any Related Document, in each case, has occurred and is continuing. 11. As of the date hereof and on the Disbursement Date (immediately after giving effect to the above-requested disbursement of TIFIA Loan proceeds), (i) there does not currently exist any event of default, or any event which with the giving of notice or the passage of time or both would constitute any such event of default, with respect to any indebtedness secured in whole or in part by or payable from amounts subject to appropriation by Loudoun County and (ii) with respect to all payment obligations of Loudoun County, including lease obligations, secured in whole or in part by or payable from amounts subject to appropriation by Loudoun County, Loudoun County has appropriated funds as and when required and in amounts sufficient to satisfy Loudoun County s payment obligations with respect thereto. 12. No Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred since March 28, The undersigned acknowledges that if the Borrower or Loudoun County makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Project, the Borrower or Loudoun County, respectively, may be subject to 18 U.S.C and 49 U.S.C. 5323(l)(1). 14. The undersigned makes no claim, statement, submission, certification or representation herein with respect to any information supplied to the undersigned by any third party, including MWAA. 15. A copy of this requisition has been delivered to each of the above named addressees. 16. The undersigned is duly authorized to execute and deliver this requisition on behalf of Loudoun County. 17. [Add wire instructions for [Trustee].] Date: 1 Insert only in the Requisition delivered in respect of the initial disbursement of the TIFIA Loan WASSR01A - MSW D-6

262 County s Authorized Representative Name: Title: WASSR01A - MSW D-7

263 ANNEX A TO APPENDIX ONE TO EXHIBIT D FORM OF REQUISITION CERTIFICATE Pursuant to Section 4 of the TIFIA Loan Agreement, dated as of December 9, 2014 (the TIFIA Loan Agreement ), by and among ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY (the Borrower ), LOUDOUN COUNTY, VIRGINIA ( Loudoun County ) and the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Federal Highway Administrator, Loudoun County has requested, pursuant to Requisition Number, a disbursement on [ [15], ] in the amount of $ for Eligible Project Costs. Capitalized terms used but not defined herein have the meaning set forth in the TIFIA Loan Agreement. In connection with the foregoing Requisition, the undersigned does hereby represent and certify the following: 1. The Borrower is in compliance with all of the terms and conditions of the TIFIA Loan Agreement and the Trust Agreement and there does not currently exist with respect to the Borrower an Event of Default under the TIFIA Loan Agreement or an event of default under the Trust Agreement or any event which with the giving of notice or the passage of time or both would constitute such an Event of Default or event of default. 2. The representations and warranties of the Borrower set forth in the TIFIA Loan Agreement (including Section 14 thereof) and in each other Related Document are true and correct in all material respects (except to the extent any representation and warranty itself is qualified by materiality, Material Adverse Effect or a similar qualifier, in which case, it shall be true and correct in all respects) as the date hereof and as of each date on which a disbursement is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by materiality, Material Adverse Effect or a similar qualifier, in which case, it shall be true and correct in all respects) as of such earlier date). [The representations and warranties of the Borrower set forth in the TIFIA Loan Agreement (including Section 14 thereof) and in each other Related Document are true and correct as of the Effective Date and as of the date of the initial disbursement of the TIFIA Loan, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date).] 2 3. As of the date hereof and on the Disbursement Date (immediately after giving effect to the above-requested disbursement of TIFIA Loan proceeds), (i) no Event of Default or event of default under any other Related Document and (ii) no event which with the giving of notice or the passage of time or both would constitute an Event of Default or event of default under any Related Document, in each case, has occurred and is continuing with respect to the Borrower. 2 Insert only in the Requisition Certificate delivered in respect of the initial disbursement of the TIFIA Loan WASSR01A - MSW D-8

264 4. No Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred with respect to the Borrower since March 28, The undersigned acknowledges that if the Borrower makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Project, the Borrower may be subject to 18 U.S.C and 49 U.S.C. 5323(l)(1). 6. The undersigned is duly authorized to execute and deliver this requisition on behalf of the Borrower and does hereby represent and certify as to the matters set forth in this Requisition Certificate after reasonable and diligent inquiry and investigation. Date: Borrower s Authorized Representative Name: Title: WASSR01A - MSW D-9

265 APPENDIX TWO TO EXHIBIT D FORM OF ACKNOWLEDGMENT OF RECEIPT OF REQUISITION FOR DISBURSEMENT OF TIFIA LOAN PROCEEDS Economic Development Authority of Loudoun County [Borrower address] Loudoun County, Virginia [Loudoun County address] Re: Receipt of Requisition for Disbursement of TIFIA Loan Proceeds Ladies and Gentlemen: Pursuant to Section 4 of the TIFIA Loan Agreement, dated as of December 9, 2014 by and among ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY (the Borrower ), LOUDOUN COUNTY, VIRGINIA and the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Federal Highway Administrator (the TIFIA Lender ), the undersigned authorized representative of the TIFIA Lender hereby acknowledges receipt of the attached Requisition for Disbursement of TIFIA Loan proceeds (the Requisition ) from the Borrower. In connection therewith, we hereby represent and certify the following: 1. The date of receipt of the Requisition is. 2. Unless this Requisition is denied, disbursement shall be made on or before. Date: TIFIA Lender s Authorized Representative Name: Title: WASSR01A - MSW D-10

266 APPENDIX THREE TO EXHIBIT D [APPROVAL/DISAPPROVAL] OF THE TIFIA LENDER (To be delivered to the Borrower) Requisition Number is [approved] [approved in part] 3 [not approved] 4 by the TIFIA Lender (as defined herein) pursuant to Section 4 of the TIFIA Loan Agreement, dated as of December 9, 2014 by and among Economic Development Authority of Loudoun County (the Borrower ), Loudoun County, Virginia and the United States Department of Transportation, acting by and through the Federal Highway Administrator (the TIFIA Lender ). Any determination, action or failure to act by the TIFIA Lender with respect to the Requisition set forth above, including the withholding of a disbursement, shall be at the TIFIA Lender s sole discretion, and in no event shall the TIFIA Lender be responsible for or liable to the Borrower for any and/or all consequence(s) which are the result thereof. UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Federal Highway Administrator By: TIFIA Lender s Authorized Representative Name: Title: Dated: 3 4 Those portions of the requisitions that are approved and those portions that are not approved are described in Schedule A attached hereto, with explanations for items not approved. Attached hereto as Exhibit A are reasons for denial of approval WASSR01A - MSW D-11

267 EXHIBIT E [NOT USED] WASSR01A - MSW E-1

268 EXHIBIT F PHASE 2 FUNDING PROCEDURE Attached WASSR01A - MSW F-1

269 PHASE 2 FUNDING PROCEDURE 1.0 Table of Contents 1.0 Table of Contents Background and Purpose Policy Definitions Procedure Collection of Monthly Total Project Costs Preparation of Reimbursement Claims Package Local Funding Partners Invoices Conflict Resolution Notices Approvals Attachments... 7 Agreement to Fund the Capital Cost of Construction of Metrorail in the Dulles Corridor, dated as of July 19, 2007, among the Airports Authority, the County of Fairfax and the County of Loudoun... 8 Detailed Actual Payments Table... 9 Phase 2 Eligible Project Costs Allocation Phase 2 Funding Procedure Exhibit (Page 1) Phase 2 Funding Procedure Exhibit (Page 2) Phase 2 Funding Procedure Exhibit (Page 3) Background and Purpose Phase 2 of the Dulles Corridor Metrorail Project (Project) is funded through contributions from the Commonwealth of Virginia, the County of Fairfax, the County of Loudoun, and the Metropolitan Washington Airports Authority (Airports Authority). The Project has also been approved for a loan pursuant to a loan agreement (the TIFIA Loan Agreement ) between the Airports Authority and the United States Department of Transportation, a department of the United States, acting by and through the Federal Highway Administrator ( TIFIA Lender ) under the Transportation Infrastructure Finance and Innovation Act ( TIFIA ) program. In addition, the County of Fairfax and the County of Loudoun have been approved for TIFIA loans for the Project, pursuant to certain loan agreements between the respective County and the TIFIA lender. Disbursements to the Airports Authority, the County of Fairfax and the County of Loudoun (collectively, the TIFIA Loan Recipients ) under the respective TIFIA Loan Agreements may be used solely to pay for Eligible Project Costs. This procedure documents the process for preparing and submitting Local Funding Partner Invoices for payment by Local Funding Partners, as well as the supporting documentation to be used by each TIFIA Loan Recipient in the preparation and submission of its TIFIA Requisition for the Project. Dulles Corridor Metrorail Project Page 1 of 14

270 PHASE 2 FUNDING PROCEDURE 3.0 Policy The Rail Finance Office will submit accurately prepared and properly documented periodic Local Funding Partner Invoices to the Local Funding Partners for their respective share of Phase 2 Project costs. Local Funding Partners Invoices are prepared to recover project costs from each Local Funding Partner pursuant to the Agreement to Fund the Capital Cost of Construction of Metrorail in the Dulles Corridor, dated as of July 19, 2007, among the Airports Authority, the County of Fairfax and the County of Loudoun (the 2007 Funding Agreement, see Attachment A). The parties hereto acknowledge and agree that notwithstanding anything to the contrary in the 2007 Funding Agreement, the Project costs shall not include (and this procedure shall not apply to) the five parking garages associated with Phase 2, including the parking garages located at or adjacent to the Innovation Center Station and the Herndon Station, to be constructed by the County of Fairfax and the garages located at or adjacent to the Route 606 Station and the Route 772 Station (two garages), to be constructed by the County of Loudoun. To facilitate the TIFIA Requisition process, as defined and described in the TIFIA Loan Agreement for each TIFIA Loan Recipient, the Rail Finance Office will submit accurately prepared and properly documented Reimbursement Claims Packages to each of the TIFIA Loan Recipients, the TIFIA Lender, the Servicer (if any) and the FTA Regional Office as described in Section 5.2 below. The Reimbursement Claims Packages shall be subject to approval by the TIFIA Lender. The TIFIA Loan Recipients shall use the Reimbursement Claims Packages that have been reviewed and approved by the TIFIA Lender as source documentation to prepare and submit TIFIA Requisitions in accordance with the terms and conditions of each TIFIA Loan Recipient s TIFIA Loan Agreement(s) and the relevant Federal Transportation Administration (FTA)-approved Project Management Procedures. 4.0 Definitions Unless the context otherwise requires, capitalized terms used in this procedure shall have the meanings set forth below in this 4.0 Definitions or as defined in the TIFIA Loan Agreement. Detailed Actual Payments Table ( DAP ) A list of Total Project Costs paid during a respective month, and includes both Eligible Project Costs and ineligible project costs. Eligible Project Costs Amounts in the Project Budget (other than financing costs), substantially all of which are paid by or for the account of the Airports Authority in connection with the Project, all of which shall arise from the following: (a) development phase activities, including planning, feasibility analysis, revenue forecasting, environmental review, permitting, preliminary engineering and design work, and other preconstruction activities; (b) construction, reconstruction, rehabilitation, replacement, and acquisition of real property (including land related to the Project and improvement to land), environmental mitigation, construction contingencies, and acquisition of equipment; or (c) capitalized interest necessary to meet market requirements, reasonably required reserve funds and other carrying costs during construction, but excluding any and all financing costs; provided, however, the Eligible Project Costs must be consistent with 23 U.S.C. 601 et seq., 49 U.S.C. 5302(3), the FTA Standard Cost Categories described in Schedule 1 in the TIFIA Loan Agreement, and all other applicable federal law. Dulles Corridor Metrorail Project Page 2 of 14

271 PHASE 2 FUNDING PROCEDURE Local Funding Partners The County of Fairfax, the County of Loudoun and the Metropolitan Washington Airports Authority Aviation Enterprise. Local Funding Partners Invoices Invoices prepared by the Authority to recover the Local Funding Partners respective share of Phase 2 costs. Principals of the Local Funding Partners For the County of Fairfax, the Principal is the County Executive; for the County of Loudoun, the Principal is the County Administrator; and for the Metropolitan Washington Airports Authority, the Principal is the President and Chief Executive Officer. Project Phase 2 of the Dulles Corridor Metrorail Project (Project). Project costs shall not include (and this procedure shall not apply to) the five parking garages associated with Phase 2, including the parking garages located at or adjacent to the Innovation Center Station and the Herndon Station, to be constructed by Fairfax County and the garages located at or adjacent to the Route 606 Station and the Route 772 Station (two garages), to be constructed by Loudoun County. Rail Finance Office A subset of the Airports Authority Office of Finance assigned to Dulles Corridor Metrorail Project finance and accounting functions. Reimbursement Claims Package ( RCP ) The collection of records documenting Phase 2 Eligible Project Costs, including but not limited to proof of expenditure, certification of performance, proof of payment and other supporting documentation. TIFIA Loan Recipients County of Fairfax, County of Loudoun, and the Airports Authority Dulles Toll Road Credit. TIFIA Requisition The requisition for TIFIA loan proceeds submitted by each respective TIFIA Loan Recipient. 5.0 Procedure 5.1. Collection of Monthly Total Project Costs After month end, the Rail Finance Office reviews and documents the project costs for the month The Rail Finance Office assembles a Detailed Actual Payments ( DAP ) Table (see Attachment B), supporting documentation for all transactions in the DAP and a memorandum stating that all expenditures and related supporting documentation have been reviewed by the Rail Finance Office in accordance with all relevant federal laws, regulations and directives The DAP Table segregates the project costs into Phase 2 Eligible Project Costs ( Fed Phase 2 column in DAP), non-federal Phase 2 ( Non-Fed column) and other ( Other column) project costs Preparation of Reimbursement Claims Package The Rail Finance Office prepares a monthly Reimbursement Dulles Corridor Metrorail Project Page 3 of 14

272 PHASE 2 FUNDING PROCEDURE Claims Package ( RCP ), demonstrating, per the DAP Table in above (and subject to the limitations in 5.2.3), the amount of the Phase 2 Eligible Project Costs that will be included for reimbursement in subsequent TIFIA Requisitions from the TIFIA Loan Recipients in accordance with the requirements of the respective TIFIA Loan Agreements The monthly RCP will include the Phase 2 Eligible Project Costs Allocation (see Attachment C), which demonstrates the total Eligible Project Costs included in the RCP being submitted and to be included in subsequent TIFIA Requisitions, as well as total Eligible Project Costs expended to date, and TIFIA disbursements received to date Limits on TIFIA disbursements are defined by the Phase 2 Funding Procedure Exhibit (see Attachment D), which demonstrates the maximum expected disbursement on a monthly, annual, cumulative and life-to-date basis for all TIFIA Loan Recipients RCPs are submitted to the TIFIA Lender, the Servicer (if any) and the FTA Regional Office at least one month before the Airports Authority, the County of Fairfax or the County of Loudoun submit a Requisition to the TIFIA Lender for disbursement in respect of Eligible Project Costs included in the RCP Local Funding Partners Invoices Once the TIFIA Lender has expressly approved the RCP, the Rail Finance Office will generate invoices to the County of Fairfax, the County of Loudoun, and the Airports Authority Aviation Enterprise. The expressly approved RCP will be appended to each Local Funding Partners Invoice as supporting documentation for reimbursement to the Airports Authority The disallowance of non-federal Project Costs by the TIFIA Lender does not relieve the Local Funding Partners of their funding obligation under the 2007 Funding Agreement, if the non-federal Project Cost is a reasonable Project Cost The Rail Finance Office will submit invoices to all Local Funding Partners no later than three (3) business days after the TIFIA Lender has expressly approved the RCP As TIFIA Loan Recipients, the County of Fairfax and the County of Loudoun will use the pertinent, expressly approved RCP as supporting documentation for their respective TIFIA Requisitions The Airports Authority Aviation Enterprise will use the invoice and the pertinent, expressly approved RCP as supporting documentation for the transfer of funds to the Airports Authority Dulles Corridor Enterprise Acknowledgement of Receipt of Invoices Notice of receipt of an invoice is to be acknowledged by the Local Funding Partner, certifying the date the invoice Dulles Corridor Metrorail Project Page 4 of 14

273 PHASE 2 FUNDING PROCEDURE was received and the expected date of payment The notice of receipt may be sent to the Airports Authority Rail Finance Office via electronic mail This acknowledgement is to be sent no later than the fifth (5 th ) Business Day after which an invoice has been received Payment Payment of an invoice is to be provided to the Airports Authority by the Local Funding Partner no later than the 3rd business day following the receipt by such Local Funding Partner of proceeds from the disbursement under such Local Funding Partner s TIFIA Loan Agreement in respect of the pertinent RCP If the Local Funding Partner is utilizing non-tifia proceeds for payment of any invoice, payment is due to the Airports Authority on a standard Net 30 basis Payment to the Airports Authority is to be made by Automated Clearing House ( ACH ), Wire or, in the case of the Airports Authority, interfund transfer. Payment instructions will be appended to the respective Local Funding Partner s invoice Conflict Resolution In the event of any dispute, claim, question, or disagreement arising from or relating to this procedure, including any unresolved issue with respect to an invoice submitted to the Local Funding Partners by the Airports Authority, the Local Funding Partners shall use their best efforts to settle the dispute, claim, question, or disagreement at the staff level. To this end, the staff of the Local Funding Partners involved shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the Local Funding Partners involved. If staff is not able to reach such solution within a period of 30 days, then such staff will refer the matter to the respective Principals of the Local Funding Partners for final resolution Notices Notices or changes to this procedure are to be sent to: For the County of Fairfax, Virginia Chief Financial Officer County of Fairfax, Virginia Government Center Parkway Fairfax, VA Dulles Corridor Metrorail Project Page 5 of 14

274 PHASE 2 FUNDING PROCEDURE For the County of Loudoun, Virginia Chief Financial Officer Department of Management & Financial Services County of Loudoun, Virginia 1 Harrison Street SE, MSC-41 PO Box 7000 Leesburg, VA For the Metropolitan Washington Airports Authority Vice President and Chief Financial Officer Metropolitan Washington Airports Authority 1 Aviation Circle, MA-20 Washington, DC Dulles Corridor Metrorail Project Page 6 of 14

275 PHASE 2 FUNDING PROCEDURE 6.0 Approvals By my signature below, I certify that I have read and approve this policy and procedure. Name and Title Signature Date Susan W. Datta Chief Financial Officer County of Fairfax, Virginia Ben Mays Chief Financial Officer County of Loudoun, Virginia Andrew T. Rountree Vice President and Chief Financial Officer Metropolitan Washington Airports Authority 7.0 Attachments Dulles Corridor Metrorail Project Page 7 of 14

276 Attachment A PHASE 2 FUNDING PROCEDURE Agreement to Fund the Capital Cost of Construction of Metrorail in the Dulles Corridor, dated as of July 19, 2007, among the Airports Authority, the County of Fairfax and the County of Loudoun Dulles Corridor Metrorail Project Page 8 of 14

277 Attachment B Detailed Actual Payments Table PHASE 2 FUNDING PROCEDURE Dulles Corridor Metrorail Project Page 9 of 14

278 Attachment C Phase 2 Eligible Project Costs Allocation PHASE 2 FUNDING PROCEDURE Airports Authority Reimbursement Claim Package Phase 2 Eligible Project Costs Allocation Date Requisition No. Total Requisitioned to Date Total Phase 2 Project Costs - Total Phase 2 Eligible Project Costs Approved by TIFIA Lender - Total Phase 2 Eligible Project Costs to be Allocated - Total Airports Authority TIFIA Loan Disbursements - Total Received to Date $ $ $ $ $ - $ - $ - $ - Phase 2 Eligible Project Costs Allocation Current Requisition Total Requisitioned to Date Total Received to Date Dulles Toll Road Revenue Bonds $ - $ - $ - Dulles Toll Road TIFIA $ - $ - $ - Airports Authority Aviation Enterprise $ - $ - $ - County of Fairfax Commercial & Industrial District $ - $ - $ - County of Fairfax Phase 2 Tax District $ - $ - $ - County of Loudoun $ - $ - $ - Commonwealth of Virginia $ - $ - $ - Total Phase 2 Eligible Project Costs Allocation $ - $ - $ - Dulles Corridor Metrorail Project Page 10 of 14

279 Attachment D PHASE 2 FUNDING PROCEDURE Phase 2 Funding Procedure Exhibit (Page 1) Allocation of Phase 2 Costs among Local Funding Sources Dulles Corridor Metrorail Project Page 11 of 14

280 Attachment D PHASE 2 FUNDING PROCEDURE Phase 2 Funding Procedure Exhibit (Page 2) Allocation of Phase 2 Costs among Local Funding Sources Dulles Corridor Metrorail Project Page 12 of 14

281 PHASE 2 FUNDING PROCEDURE TIFIA Loan Agreement EXHIBIT F Loudoun County Dulles Corridor Metrorail Project ( A) Loudoun County - TIFIA Loan Loudoun County - Metrorail Service District Revenue Date Monthly Draws Annual Totals Amount Monthly Draws Annual Totals Amount Total 195,072, ,072,507 Available 77,756,174 77,756,174 Available 272,828, Dec-14 - $195,072,507 $77,756, Jan-15 60,699, ,372, ,214 77,048,960 61,406, Feb-15 5,576, ,796,041-77,048,960 5,576, Mar-15 5,352, ,443,419-77,048,960 5,352, Apr-15 4,623, ,819,711-77,048,960 4,623, May-15 4,755, ,064,421-77,048,960 4,755, Jun-15 4,998, ,065,779-77,048,960 4,998, Jul-15 4,277, ,788,335-77,048,960 4,277, Aug-15 4,256, ,531,615-77,048,960 4,256, Sep-15 4,770,412 95,761,203-77,048,960 4,770, Oct-15 5,447,459 90,313,743-77,048,960 5,447, Nov-15 4,446,652 85,867,091-77,048,960 4,446, Dec-15 4,800, ,005,619 81,066, ,214 77,048,960 4,800, Jan-16-81,066,888 7,503,199 69,545,761 7,503, Feb-16 1,476,193 79,590,695-69,545,761 1,476, Mar-16 5,003,730 74,586,965-69,545,761 5,003, Apr-16 4,589,313 69,997,652-69,545,761 4,589, May-16 4,311,240 65,686,412-69,545,761 4,311, Jun-16 4,851,977 60,834,435-69,545,761 4,851, Jul-16 5,029,238 55,805,197-69,545,761 5,029, Aug-16 5,140,093 50,665,104-69,545,761 5,140, Sep-16 5,836,337 44,828,767-69,545,761 5,836, Oct-16 5,946,341 38,882,427-69,545,761 5,946, Nov-16 6,440,784 32,441,643-69,545,761 6,440, Dec-16 5,795,431 54,420,676 26,646,212-7,503,199 69,545,761 5,795, Jan-17-26,646,212 8,075,905 61,469,856 8,075, Feb-17 3,573,175 23,073,037-61,469,856 3,573, Mar-17 6,435,912 16,637,125-61,469,856 6,435, Apr-17 7,857,360 8,779,765-61,469,856 7,857, May-17 7,322,289 1,457,476-61,469,856 7,322, Jun-17 1,457,476-5,778,054 55,691,802 7,235, Jul ,843,886 49,847,916 5,843, Aug ,378,796 46,469,120 3,378, Sep ,067,693 40,401,427 6,067, Oct ,246,170 38,155,258 2,246, Nov ,184,377 35,970,881 2,184, Dec-17-26,646,212-1,784,460 35,359,341 34,186,420 1,784, Jan ,266,986 31,919,435 2,266, Feb ,302,261 29,617,174 2,302, Mar ,090,649 27,526,525 2,090, Apr ,134,262 25,392,262 2,134, May ,282,493 23,109,769 2,282, Jun ,171,588 20,938,181 2,171, Jul ,045,826 18,892,355 2,045, Aug ,662,325 17,230,030 1,662, Sep ,795,380 15,434,650 1,795, Oct ,348,106 14,086,544 1,348, Nov ,295,966 12,790,578 1,295, Dec ,790,578 34,186,420-12,790,578 Dulles Corridor Metrorail Project Page 13 of 14

282 Attachment D PHASE 2 FUNDING PROCEDURE Phase 2 Funding Procedure Exhibit (Page 3) Allocation of Phase 2 Costs among Local Funding Sources Dulles Corridor Metrorail Project Page 14 of 14

283 EXHIBIT G TIFIA DEBT SERVICE Attached WASSR01A - MSW G-1

284 TIFIA Loan Agreement Exhibit G TIFIA Debt Service Loudoun County Dulles Corridor Metrorail Project ( A) Semi-Annual Payment Date Beginning Balance TIFIA Disbursements Principal Payment Interest Payment Total TIFIA Mandatory Debt Service Capitalized Interest Ending Balance 4/1/ ,629, ,763 72,017,851 10/1/ ,017,851 27,682, ,239, ,939,516 4/1/ ,939,516 21,174, ,621, ,734,844 10/1/ ,734,844 29,758, ,981, ,474,226 4/1/ ,474,226 28,191, ,441, ,107,814 10/1/ ,107,814 16,637, ,873, ,618,487 4/1/ ,618, ,942, ,561,028 10/1/ ,561, ,001, ,562,078 4/1/ ,562, ,027,598 3,027, ,562,078 10/1/ ,562, ,044,233 3,044, ,562,078 4/1/ ,562, ,035,916 3,035, ,562,078 10/1/ ,562, ,035,916 3,035, ,562,078 4/1/ ,562, ,027,598 3,027, ,562,078 10/1/ ,562, ,044,233 3,044, ,562,078 4/1/ ,562, ,027,598 3,027, ,562,078 10/1/ ,562,078-3,084,655 3,044,233 6,128, ,477,423 4/1/ ,477,423-3,145,434 2,983,455 6,128, ,331,989 10/1/ ,331,989-3,174,302 2,954,587 6,128, ,157,687 4/1/ ,157,687-3,227,926 2,900,963 6,128, ,929,761 10/1/ ,929,761-3,274,247 2,854,642 6,128, ,655,514 4/1/ ,655,514-3,328,924 2,799,964 6,128, ,326,590 10/1/ ,326,590-3,361,441 2,767,448 6,128, ,965,149 4/1/ ,965,149-3,424,668 2,704,221 6,128, ,540,481 10/1/ ,540,481-3,459,088 2,669,800 6,128, ,081,392 4/1/ ,081,392-3,523,179 2,605,709 6,128, ,558,213 10/1/ ,558,213-3,559,558 2,569,330 6,128, ,998,654 4/1/ ,998,654-3,617,658 2,511,231 6,128, ,380,996 10/1/ ,380,996-3,669,572 2,459,317 6,128, ,711,425 4/1/ ,711,425-3,728,823 2,400,065 6,128, ,982,601 10/1/ ,982,601-3,769,291 2,359,597 6,128, ,213,310 4/1/ ,213,310-3,836,127 2,292,762 6,128, ,377,183 10/1/ ,377,183-3,878,728 2,250,161 6,128, ,498,455 4/1/ ,498,455-3,946,531 2,182,357 6,128, ,551,924 10/1/ ,551,924-3,991,328 2,137,560 6,128, ,560,595 4/1/ ,560,595-4,054,444 2,074,445 6,128, ,506,151 10/1/ ,506,151-4,112,626 2,016,263 6,128, ,393,525 4/1/ ,393,525-4,177,004 1,951,885 6,128, ,216,521 10/1/ ,216,521-4,226,384 1,902,505 6,128, ,990,138 4/1/ ,990,138-4,297,262 1,831,627 6,128, ,692,876 10/1/ ,692,876-4,349,033 1,779,856 6,128, ,343,843 4/1/ ,343,843-4,420,997 1,707,892 6,128, ,922,846 10/1/ ,922,846-4,475,228 1,653,661 6,128, ,447,618 4/1/ ,447,618-4,543,965 1,584,923 6,128, ,903,653 10/1/ ,903,653-4,609,171 1,519,717 6,128, ,294,481 4/1/ ,294,481-4,679,295 1,449,593 6,128,889-96,615,186 10/1/ ,615,186-4,738,662 1,390,226 6,128,889-91,876,523 4/1/ ,876,523-4,814,073 1,314,816 6,128,889-87,062,451 10/1/ ,062,451-4,876,120 1,252,769 6,128,889-82,186,331 4/1/ ,186,331-4,952,746 1,176,143 6,128,889-77,233,585 10/1/ ,233,585-5,017,550 1,111,338 6,128,889-72,216,034 4/1/ ,216,034-5,092,589 1,036,300 6,128,889-67,123,446 10/1/ ,123,446-5,165, ,221 6,128,889-61,957,778 4/1/ ,957,778-5,242, ,658 6,128,889-56,715,548 10/1/ ,715,548-5,312, ,098 6,128,889-51,402,757 4/1/ ,402,757-5,393, ,609 6,128,889-46,009,477 10/1/ ,009,477-5,466, ,045 6,128,889-40,542,633 4/1/ ,542,633-5,548, ,193 6,128,889-34,993,937 10/1/ ,993,937-5,625, ,539 6,128,889-29,368,587 4/1/ ,368,587-5,707, ,439 6,128,889-23,661,137 10/1/ ,661,137-5,789, ,537 6,128,889-17,871,786 4/1/ ,871,786-5,873, ,757 6,128,889-11,998,654 10/1/ ,998,654-5,956, ,652 6,128,889-6,042,418 4/1/2046 6,042,418-6,042,418 86,471 6,128,889-0 $ 195,072,507 $ 211,562,078 $ 103,867,677 $ 315,429,756 $ 16,489,571

285 EXHIBIT H-1 FORM OF OPINION OF COUNSEL TO BORROWER The following is an indicative list of matters to be covered in the opinion of counsel to the Borrower. An opinion of the counsel of the Borrower, dated the Effective Date, to the effect that: (a) the Borrower is duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia; (b) the Borrower has all requisite corporate power and authority to conduct its business and governmental functions and to execute and deliver, and to perform its obligations under, the TIFIA Loan Documents to which it is a party; (c) the execution and delivery by the Borrower of, and the performance of its obligations under, the TIFIA Loan Documents to which it is a party, have been duly authorized by all necessary corporate action; (d) the Borrower has duly executed and delivered each TIFIA Loan Document to which it is a party and each such TIFIA Loan Document constitutes the legal, valid and binding obligation of the Borrower under the laws of the Commonwealth of Virginia, enforceable against the Borrower in accordance with their respective terms; (e) no authorization, consent or other approval of, or registration, declaration or other filing with any governmental authority of the Commonwealth of Virginia is required on the part of the Borrower for the execution and delivery by the Borrower of, and the performance of its obligations under, the TIFIA Loan Documents; (f) the execution and delivery by the Borrower of, and its compliance with the provisions of the TIFIA Loan Documents do not (i) violate the applicable laws that are the basis for the existence and authority of the Borrower, (ii) violate the law of the Commonwealth of Virginia or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which the Borrower is a party, or to the best of such counsel s knowledge, after reasonable review, any court order, consent decree, statute, rule, regulation or any other law to which the Borrower presently is subject; and (g) to our knowledge after due inquiry, there are no actions, suits, proceedings or investigations against the Borrower by or before any court, arbitrator or any other governmental authority in connection with the TIFIA Loan Documents that are pending WASSR01A - MSW H-1-1

286 EXHIBIT H-2 FORM OF OPINION OF BOND COUNSEL The following is an indicative list of matters to be covered in the opinion of bond counsel to the Borrower. An opinion of the counsel of the Borrower, dated the Effective Date, to the effect that the Borrower is not an investment company required to register under the Investment Company Act of 1940, as amended, and containing customary opinions regarding the creation and perfection of security interests under all federal and state laws applicable to the Trust Estate WASSR01A - MSW H-2-1

287 FORM OF OPINION OF COUNSEL TO LOUDOUN COUNTY EXHIBIT H-3 The following is an indicative list of matters to be covered in the opinion of counsel to Loudoun County. An opinion of the counsel of Loudoun County, dated the Effective Date, to the effect that: (a) Loudoun County is duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia; (b) Loudoun County has all requisite corporate power and authority to conduct its business and governmental functions and to execute and deliver, and to perform its obligations under, the TIFIA Loan Documents to which it is a party; (c) the execution and delivery by Loudoun County of, and the performance of its obligations under, the TIFIA Loan Documents to which it is a party, have been duly authorized by all necessary corporate action; (d) Loudoun County has duly executed and delivered each TIFIA Loan Document to which it is a party and each such TIFIA Loan Document constitutes the legal, valid and binding obligation of Loudoun County under the laws of the Commonwealth of Virginia, enforceable against Loudoun County in accordance with their respective terms; (e) no authorization, consent or other approval of, or registration, declaration or other filing with any governmental authority of the Commonwealth of Virginia is required on the part of Loudoun County for the execution and delivery by Loudoun County of, and the performance of its obligations under, the TIFIA Loan Documents; (f) the execution and delivery by Loudoun County of, and its compliance with the provisions of the TIFIA Loan Documents do not (i) violate the applicable laws that are the basis for the existence and authority of Loudoun County, (ii) violate the law of the Commonwealth of Virginia or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which Loudoun County is a party, or to the best of such counsel s knowledge, after reasonable review, any court order, consent decree, statute, rule, regulation or any other law to which Loudoun County presently is subject; (g) Loudoun County is not an investment company required to register under the Investment Company Act of 1940, as amended; and (h) to our knowledge after due inquiry, there are no actions, suits, proceedings or investigations against Loudoun County by or before any court, arbitrator or any other governmental authority in connection with the TIFIA Loan Documents that are pending WASSR01A - MSW H-1-1

288 EXHIBIT I Section 502. Funds Received. SECTION 502 OF THE TRUST AGREEMENT 5 (a) Except as otherwise specifically provided by this Trust Agreement, all moneys received by the Trustee shall be deposited in the District Project Fund. The proceeds of each Series of Bonds not deposited into the Construction Subfund pursuant to Section 401 shall be deposited in the other Subfunds established by Section 501 as directed under the applicable Supplemental Trust Agreement providing for the issuance of such Series of Bonds. The moneys to the credit of the District Project Fund shall be subject to the lien and charge of this Trust Agreement in favor of the Holders. The amounts in the District Project Fund shall be withdrawn and deposited or transferred at the times and in the amounts and in the order of priority set forth below. Notwithstanding the foregoing, the proceeds of each Series of Refunding Bonds shall be deposited as provided in, and applied for the purpose contemplated by, Section 210. (b) On each Deposit Day, and on each other day on which the Trustee shall receive from the County Appropriated Special Tax Revenues and any Additional Appropriated Funds paid over to the Authority pursuant to the District Contract, the Trustee shall from such moneys: (i) FIRST, deposit into each Account in the Debt Service Subfund, after first taking into account any accrued interest deposited from the proceeds of any Bonds and then any amounts received pursuant to Sections 402, 403, 504 and 506: (1) an amount equal to the interest due on the Bonds on the next Interest Payment Date; and (2) if the next Interest Payment Date is also a Principal Payment Date, the amount, if any, required to increase the amount then held for the credit of the Debt Service Subfund to an amount equal to the sum of (i) the amount of interest scheduled to become due on the Bonds on such date, (ii) the aggregate principal amount of the Bonds that are Serial Bonds that will become due and payable on such date; and (iii) the amount of the Sinking Fund Requirement for the Bonds that are Term Bonds on such date; (ii) SECOND, deposit in the Revenue Stabilization Subfund, any amounts remaining after the payments and deposit made pursuant to (i) and (ii) above until the amount on deposit in the Revenue Stabilization Subfund is equal to the Revenue Stabilization Requirement; (iii) THIRD, pay any Authority Liabilities in accordance with the most recent version of the annual certificate provided by the Trustee to the Authority and the County or any 5 Each capitalized term used but not defined in this Exhibit I has the meaning assigned to it in the Trust Agreement. References to sections, schedules and exhibits are references to sections in, and schedules and exhibits to, the Trust Agreement WASSR01A - MSW I-1

289 other reasonable Authority Liabilities arising or incurred since the most recent version of such certificate for which other funds are not available, as determined by an Authority Representative, so much of any balance as such Authority Representative may direct; (iv) FOURTH, deposit to the Rebate Account in respect of any Rebate Liability for which other funds are not available, as determined by a County Representative, so much of any balance as such County Representative may direct; (v) FIFTH, deposit to the Construction Account in the Construction Subfund an amount as determined by an Authorized Officer of the County pursuant to a certificate for the payment of Costs of the District Project pursuant to Section 401 hereof; and (vi) SIXTH, deposit to the Surplus Subfund for the purposes as set forth in Section 504 hereof, the balance, if any, of the Appropriated Special Tax Revenues and Additional Appropriated Funds. The payments and deposits required pursuant to this Section shall be cumulative, and the amount of any deficiency on any Deposit Day shall be added to the amount otherwise required to be paid or deposited thereafter until such time as such deficiency shall have been made up. Annually no later than each December 31, the Authority, based on information provided by the County, shall notify the Trustee of the amount of any Authority Liabilities incurred under the applicable TIFIA Loan Agreement. Annually no later than each January 5, the Trustee shall deliver to the County, the Authority and, so long as any TIFIA Bonds are then outstanding, the TIFIA Bondholder a certificate setting forth the Debt Service Requirements for the next succeeding Fiscal Year, the amount, if any, of any deposit required to be made to fund or restore the Revenue Stabilization Subfund to the Revenue Stabilization Subfund Requirement, the amount of Authority Liabilities and any other amounts due pursuant to the terms of this Trust Agreement during the next succeeding Fiscal Year. In addition, the Trustee shall include in such certificate the amount of investment income or other moneys available in the form of cash or Investment Obligations in the Debt Service Subfund, the Revenue Stabilization Subfund and Surplus Subfund on such date. (c) Notwithstanding the foregoing provisions of subsection (b), if there shall be to the credit of the applicable Subfund or any special Account created therein on a Deposit Day the amount required to be on deposit to the credit of the Subfund or any special Account created therein on the next Payment Date, no further deposit into such Subfund on account of the requirements of said subsection (b) shall then be required and such monies shall be deposited in the Surplus Subfund WASSR01A - MSW I-2

290 EXHIBIT J FORM OF CERTIFICATE OF TRUSTEE ECONOMIC DEVELOPMENT AUTHORITY OF LOUDOUN COUNTY TIFIA Bond, Dulles Corridor Metrorail Project (TIFIA A) The undersigned, U.S. Bank National Association (the Trustee ), by its duly appointed, qualified and acting [ ], certifies with respect to the above referenced bond (the TIFIA Bond ) dated as of December 9, 2014, as follows (capitalized terms used in this certificate which are not otherwise defined shall have the meanings given to such terms in the Trust Agreement (as defined below)): 1. That the Trustee is duly organized and is validly existing as a national banking association and is duly qualified to do business and is in good standing with the Office of the Comptroller of Currency and under the laws of the United States of America and has the requisite power and authority to execute, deliver, and perform its obligations under the Trust Agreement. 2. All approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the documents pertaining to the issuance of the TIFIA Bond have been obtained and are in full force and effect. 3. That the documents pertaining to the issuance of the TIFIA Bond to which the Trustee is a party were executed and the TIFIA Bond was authenticated on behalf of the Trustee by one or more of the persons whose names and offices appear on Exhibit A attached hereto and made part hereof, that each person was at the time of the execution of such documents and the authentication of the TIFIA Bond and now is duly appointed, qualified and acting incumbent of his or her respective office, that each such person was authorized to execute such documents and to authenticate the TIFIA Bond, and that the signature appearing after the name of each such person is a true and correct specimen of that person s genuine signature. 4. That the undersigned is authorized to act as Trustee and accept the trusts conveyed to it under the Trust Agreement ( Trusts ), has accepted the Trusts so conveyed and in so accepting the Trusts and so acting is in violation of no provision of its articles of association or bylaws, any law, regulation or court or administrative order or any agreement or other instrument to which it is a party or by which it may be bound. 5. That attached to this Certificate as Exhibit B is a full, true and correct copy of excerpts from resolutions of the board of directors of the Trustee and other applicable documents which evidence the Trustee s trust powers and the authority of the officers referred to above to act on behalf of the Trustee; and that these excerpts and other applicable documents were in effect on the date or dates such officers acted and remain in full force and effect today WASSR01A - MSW J-1

291 6. That receipt is acknowledged of all instruments, certifications and other documents or confirmations required to be received by the Trustee pursuant to Section 208 of that certain Trust Agreement (the Trust Agreement ), dated as of December 1, 2014, between Economic Development Authority of Loudoun County (the Authority ) and the Trustee. 7. That receipt is also acknowledged of that certain TIFIA Loan Agreement, dated as of December 9, 2014 (the TIFIA Loan Agreement ), among the Authority, Loudoun County, Virginia and the United States Department of Transportation (the TIFIA Bondholder ). 8. That U.S. Bank National Association also accepts its appointment and agrees to perform the duties and responsibilities of Trustee and of Bond Registrar and Paying Agent for and in respect of the TIFIA Bond as set forth in the Trust Agreement and the TIFIA Bond, including from time to time redeeming all or a portion of the TIFIA Bond as provided in the Trust Agreement and that certain First Supplemental Trust Agreement, dated as of December 1, 2014, between the Authority and the Trustee. In accepting such duties and responsibilities, the Trustee shall be entitled to all of the privileges, immunities, rights and protections for the benefit of the Trustee set forth in Article IX of the Trust Agreement, and, in any event, shall not be liable in connection with such performance except to the extent of its negligence or willful misconduct. 9. That all Funds and Accounts for the payment of the TIFIA Bond pursuant to the Trust Agreement (including, but not limited to, the District Project Fund, the Debt Service Subfund and the Revenue Stabilization Subfund) have been established as provided in the Trust Agreement. [SIGNATURE PAGE FOLLOWS] WASSR01A - MSW J-2

292 Dated: [ ], 2014 U.S. BANK NATIONAL ASSOCIATION By: Its: WASSR01A - MSW J-3

293 EXHIBIT A TO EXHIBIT J OFFICERS OF TRUSTEE WASSR01A - MSW J-4

294 EXHIBIT B TO EXHIBIT J [RESOLUTIONS OF BOARD OF DIRECTORS OF TRUSTEE] WASSR01A - MSW J-5

295 Execution Version LETTER AGREEMENT THIS LETTER AGREEMENT (this Agreement ), dated as of December [ ], 2014, by and between LOUDOUN VIRGINIA, COUNTY, a political subdivision of the State ( Loudoun County ), with an address of 1 Harrison Street S.E., Leesburg, VA 20175, and the UNITED STATES DEPARTMENT OF TRANSPORTATION, an agency of the United States of America, acting by and through the Federal Highway Administrator, with an address of 1200 New Jersey Avenue, S.E., Washington, DC (the TIFIA Lender ). RECITALS: WHEREAS, Economic Development Authority of Loudoun County, a political subdivision of the Commonwealth of Virginia (the Borrower ), Loudoun County and the TIFIA Lender have entered into that certain TIFIA Loan Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Loan Agreement ), pursuant to which, among other things, the TIFIA Lender has extended certain commitments to make loans and other credit accommodations to the Borrower for the benefit of Loudoun County, to be used to pay a portion of the Eligible Project Costs related to Phase 2; WHEREAS, pursuant to the 2011 MOA, Loudoun County agreed to use its best efforts to secure Additional Funding Sources (as defined in the 2011 MOA) to fund the cost of the design, development and construction of the Parking Facilities, thereby separating the Parking Facilities from the scope of the Project to be financed in accordance with the 2007 Funding Agreement; WHEREAS, Loudoun County has committed to fund, design, develop and construct the Parking Facilities, which are classified as Concurrent Non-Project Activities by the FTA, separately from the funding arrangements established for Phase 2 with funds from sources other than the TIFIA Loan; WHEREAS, on January 15, 2014, the governing body of Loudoun County voted to finance and construct the Parking Facilities separate from the Project subject to the United States Department of Transportation providing TIFIA assistance for the Project; WHEREAS, the TIFIA Lender is prepared to extend credit upon the terms and conditions of the Loan Agreement and this Agreement, including, among other things, Loudoun County's commitment to design, develop and construct the Parking Facilities separate from the Project with funds from sources other than the TIFIA Loan; and WHEREAS, the TIFIA Lender has requested Loudoun County, and Loudoun County has agreed, to enter into this Agreement to memorialize certain understandings in respect of the Parking Facilities. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: WASSR01A - MSW ATTACHMENT 4

296 Execution Version 1. DEFINED TERMS. Capitalized terms used in this Agreement shall have the meanings (a) set forth below in this Section 1 or (b) to the extent not otherwise defined herein, given to such terms in the Loan Agreement. Parking Facilities Substantial Completion Date means the date as of which the Parking Facilities have been built and opened to vehicular traffic and parking by the general public. Parking Facilities Substantial Completion Deadline means the one hundred eightieth (180th) day after the Substantial Completion Date. Recovery Plan means a recovery plan with respect to the design, development and construction of the Parking Facilities that has been prepared by Loudoun County and delivered to the TIFIA Lender, which plan includes a certificate from Loudoun County concluding that the Parking Facilities Substantial Completion Date is likely to occur by the date specified in such recovery plan. Uncontrollable Force means any cause beyond the control of Loudoun County, including (a) a tornado, flood or similar occurrence, landslide, earthquake, fire or other casualty, strike or labor disturbance, freight embargo, act of a public enemy, explosion, war, blockade, terrorist act, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, sabotage, or act of God (provided that Loudoun County shall not be required to settle any strike or labor disturbance in which it may be involved) or (b) an order or judgment of any federal, state or local court, administrative agency or governmental officer or body, if it is not also the result of willful or negligent action or a lack of reasonable diligence of Loudoun County and Loudoun County does not control the administrative agency or governmental officer or body; provided that the diligent contest in good faith of any such order or judgment shall not constitute or be construed as a willful or negligent action or a lack of reasonable diligence of Loudoun County. 2. AGREEMENTS. 2.1 Parking Facilities. (a) Loudoun County hereby covenants to build the Parking Facilities and open the Parking Facilities to vehicular traffic and parking by the general public on or before the Parking Facilities Substantial Completion Deadline. Loudoun County may comply with this requirement by causing a third party to build and open the Parking Facilities by such date. (b) If for any reason the Parking Facilities Substantial Completion Date does not occur on or before the Substantial Completion Date, Loudoun County shall have until the Parking Facilities Substantial Completion Deadline to complete the Parking Facilities. If for any reason the Parking Facilities Substantial Completion Date does not occur on or before the Parking Facilities Substantial Completion Deadline, then the TIFIA Lender may: (i) require Loudoun County, no later than five (5) Business Days following delivery of written notice from the TIFIA Lender to Loudoun County (but in no event prior to the next Business Day after the Parking Facilities Substantial Completion Deadline), to WASSR01A - MSW 2

297 Execution Version (A) pay over to the Borrower an amount equal to one hundred percent (100%) of the Outstanding TIFIA Loan Balance and any accrued interest thereon as of the Parking Facilities Substantial Completion Deadline (the Parking Facilities Prepayment Amount ) and (B) cause the Borrower to prepay the TIFIA Loan, without penalty or premium, in an amount equal to the Parking Facilities Prepayment Amount; and (ii) to the extent any portion of the TIFIA Loan remains undisbursed, in the TIFIA Lender s sole discretion, cease or suspend making further disbursements under the Loan Agreement; provided, however, if and to the extent any failure of the Parking Facilities Substantial Completion Date to occur on or before the Parking Facilities Substantial Completion Deadline is the result of an Uncontrollable Force, then Loudoun County shall be excused from the performance of its obligations under Section 2.1(a) and clause (i) of this Section 2.1(b) so long as, within ninety (90) days after the occurrence of such Uncontrollable Force, Loudoun County shall have provided the TIFIA Lender with a Recovery Plan, which Recovery Plan shall be subject to the TIFIA Lender s approval (which approval shall not be unreasonably withheld). In the event the Borrower shall have prepaid the TIFIA Loan as contemplated by clause (i)(b) this Section 2.1(b), Loudoun County shall be deemed to have cured its failure to build the Parking Facilities and open the Parking Facilities to vehicular traffic and parking by the general public on or before the Parking Facilities Substantial Completion Deadline and no Event of Default under Section 20(a)(ii) or 20(a)(vi)(B) of the Loan Agreement shall be permitted to be declared or continue to exist as a result of such failure. (c) The Project does not include the Parking Facilities. Loudoun County shall not use proceeds from the TIFIA Loan or any other federal source of funds to pay any costs for the design, development and/or construction of the Parking Facilities. Loudoun County shall not take, or permit any other Person to take, any action which results or could reasonably be expected to result in all or any portion of the design, development, construction, operation or maintenance of the Parking Facilities to constitute part of the Project to be funded pursuant to the 2007 Funding Agreement, including in accordance with Section 3.2(d) of the 2011 MOA. 2.2 Notices; Accounting and Audit Procedures; Reports and Records; Oversight and Monitoring. (a) Loudoun County shall, within five (5) Business Days after Loudoun County learns of the occurrence, give the TIFIA Lender notice of any of the following events, setting forth details of such event: (i) any event or circumstances that is reasonably likely to cause the Parking Facilities Substantial Completion Date to be delayed beyond the Substantial Completion Date; Facilities; and (ii) the occurrence of any Uncontrollable Force affecting the Parking WASSR01A - MSW 3

298 Date. (iii) Execution Version the occurrence of the Parking Facilities Substantial Completion (b) Until the Parking Facilities Substantial Completion Date, Loudoun County shall provide to the TIFIA Lender: (i) copies of any publicly-available interim progress reports regarding the Parking Facilities that Loudoun County provides to its Board of Supervisors, within ten (10) days after the meeting of the Board of Supervisors at which the reports were presented. In the event that any report described in the preceding sentence indicates a failure to achieve the Parking Facilities Substantial Completion Date by the Substantial Completion Date, Loudoun County shall provide to the TIFIA Lender such reports, documentation or other information as shall be reasonably requested by the TIFIA Lender. (c) In the event that the estimated Parking Facilities Substantial Completion Date is delayed beyond the Substantial Completion Date, Loudoun County shall provide to the TIFIA Lender and the FTA such reports, documentation or other information as reasonably requested by the TIFIA Lender or the FTA. 2.3 No Liability. Loudoun County acknowledges and agrees that neither the TIFIA Lender nor any of its designees shall have any liability or obligation in respect of the Parking Facilities as a result of this Agreement. 2.4 False Statements. Loudoun County acknowledges that if Loudoun County makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Parking Facilities, Loudoun County may be subject to 18 U.S.C REPRESENTATIONS AND WARRANTIES. Loudoun County hereby represents and warrants that, as of the Effective Date: 3.1 Organization. Loudoun County is a political subdivision of the State, validly existing and in good standing, has full legal right, power and authority to enter into this Agreement, and to carry out and consummate all transactions contemplated hereby and has duly authorized the execution, delivery and performance of this Agreement. 3.2 Officer s Authorization. As of the Effective Date, the officers of Loudoun County executing this Agreement are duly and properly in office and fully authorized to execute the same. 3.3 Due Execution; Enforceability. This Agreement has been duly authorized, executed and delivered by Loudoun County and constitutes the legal, valid and binding agreement of Loudoun County enforceable in accordance with its terms, except as such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (b) is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law). 3.4 Non-Contravention. The execution and delivery of this Agreement, the consummation of the transactions contemplated in this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement will not (i) conflict with Loudoun WASSR01A - MSW 4

299 WASSR01A - MSW 5 Execution Version County s Organizational Documents, or (ii) conflict in any material respect with, or constitute a violation, breach or default (with due notice or the passage of time or both) by Loudoun County of or under, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, any other Related Document or any other indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which Loudoun County is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Loudoun County or the Dedicated Revenues. 3.5 Consents and Approvals. No consent or approval of any trustee, holder of any indebtedness of Loudoun County or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any Governmental Authority is necessary in connection with (a) the execution and delivery by Loudoun County of this Agreement, except as have been obtained or made and as are in full force and effect, or (b)(i) the consummation of any transaction contemplated by this Agreement or (ii) the fulfillment of or compliance by Loudoun County with the terms and conditions of this Agreement, except as have been obtained or made and as are in full force and effect or as are ministerial in nature and can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed. 3.6 Litigation. As of the Effective Date, there is no action, suit, proceeding, inquiry or investigation before or by any court or other Governmental Authority pending or, to the knowledge of Loudoun County after reasonable inquiry and investigation, threatened against or affecting the Parking Facilities, which could reasonably be expected to result in a material adverse change in Loudoun County s ability to cause the Parking Facilities to be completed and opened to the public for vehicular parking prior to the then projected Substantial Completion Date. 3.7 NEPA. As of the Effective Date, to the knowledge of Loudoun County, the Parking Facilities are in compliance with the National Environmental Policy Act of 1969 (42 U.S.C et seq.). 3.8 Sufficient Funds. No Funding Shortfall (as such term is used in the 2011 MOA) shall have occurred with respect to Loudoun County pursuant to Section 3.2(d) of the 2011 MOA. 4. MISCELLANEOUS. 4.1 Interpretation. The principles of construction and interpretation set forth in Section 2 of the Loan Agreement shall apply to, and are hereby incorporated by reference in, this Agreement. 4.2 Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement shall in any event be effective without the prior written consent of each of the parties hereto. 4.3 Governing Law. This Agreement shall be governed by the federal laws of the United States if and to the extent such federal laws are applicable and the internal laws of the

300 Execution Version State, if and to the extent such federal laws are not applicable. Notwithstanding the foregoing, Loudoun County's obligations under this Agreement shall be subject to any applicable limitation on the scope and/or extent of Loudoun County s authority under State law. 4.4 Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 4.5 Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Neither Loudoun County s rights or obligations hereunder nor any interest therein may be assigned or delegated by Loudoun County without the prior written consent of the TIFIA Lender. 4.6 Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 4.7 Notices. Notices hereunder shall be (a) in writing, (b) effective upon receipt (except as otherwise provided herein) and (c) given by (i) nationally recognized courier service, (ii) hand delivery or (iii) solely with respect to ministerial or non-substantive notices, , in each case to: If to TIFIA Lender with copies to: TIFIA Joint Program Office (HITJ) Federal Highway Administration Room E New Jersey Avenue, SE Washington, DC Attention: Director TIFIACredit@dot.gov Federal Transit Administration Office of Budget and Policy -TIFIA Room E New Jersey, Avenue, SE Washington, DC Federal Transit Administration Region III Office 1760 Market Street, Suite 500 Philadelphia, PA WASSR01A - MSW 6

301 Execution Version Office of the Chief Counsel - TIFIA Federal Transit Administration Room E New Jersey Avenue, SE Washington, DC Attention: Paula L. Schwach, Esq., FTA Counsel for TIFIA If to Loudoun County: with copies to: County of Loudoun One Harrison Street, S.E. P.O. Box 7000 Leesburg, VA Attention: County Administrator coadmin@loudoun.gov County of Loudoun One Harrison Street, S.E. P.O. Box 7000 Leesburg, VA Attention: County Attorney leo.rogers@loudoun.gov Notices required to be provided herein shall be provided to such different addresses or to such further parties as may be designated from time to time by a County s Authorized Representative, with respect to notices to Loudoun County, or by the TIFIA Lender s Authorized Representative, with respect to notices to the TIFIA Lender. Each such notice, request or communication shall be effective (x) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 4.7 (or in accordance with the latest unrevoked written direction from the receiving party) and (y) if given by , when such is delivered to the address specified in this Section 4.7 (or in accordance with the latest unrevoked written direction from the receiving party) and all necessary confirmations have been received in accordance herewith; provided that notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business Day will be deemed to be effective on the next Business Day. 4.8 Termination. This Agreement shall terminate upon the earlier of (a) the payment in full by the Borrower of the TIFIA Loan or (b) the Parking Facilities Substantial Completion Date; provided, however, that, if the Parking Facilities Substantial Completion Date does not occur on or before the Parking Facilities Substantial Completion Deadline, then this Agreement shall not terminate on the Parking Facilities Substantial Completion Date and shall instead terminate upon the payment in full by the Borrower of the TIFIA Loan. 4.9 Integration. This Agreement and the 2011 MOA, constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof WASSR01A - MSW 7

302 Execution Version 4.10 Appropriation. All financial commitments of Loudoun County set forth herein that extend beyond the fiscal year ending June 30, 2015 are subject to appropriation by the Board of Supervisors of Loudoun County. Anything to the contrary notwithstanding elsewhere in this Agreement, the 2011 MOA or in any other Related Document, the failure of Loudoun County to pay all or any portion of any amount otherwise due and payable under this Agreement or any other Related Document, to or for the account of the Borrower, the Trustee, the TIFIA Lender or any other Person on account of an Event of Non-Appropriation shall not, to the extent of such failure, constitute a default by Loudoun County or an Event of Default by Loudoun County under this Agreement or any other Related Document Federal Funding. No federal grants, loans, or other funds administered by the United States Department of Transportation, including the proceeds of the TIFIA Loan, have been or will be provided for the design, development and/or construction of the Parking Facilities. For avoidance of doubt, Loudoun County and the TIFIA Lender acknowledge that the Parking Facilities have neither been selected nor designated a federally funded project under 23 U.S.C. or 49 U.S.C. and remain classified as Concurrent Non-Project Activities by the FTA. [The Remainder of this Page is Intentionally Left Blank] WASSR01A - MSW 8

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